Mail Stop 4561
September 7, 2007
Joseph W. Saunders
Chief Executive Officer and Chairman of the Board of Directors
Visa Inc.
P.O. Box 8999
San Francisco, California 94128-8999
Re: Visa Inc.
Amendments No. 3 and 4 to Registration Statement on Form S-4
Filed August 21, 2007 and August 29, 2007
File No. 333-143966
Dear Mr. Saunders:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Unaudited Pro Forma Condensed Combined Financial Information
6. Combination and Pro Forma Adjustments
Combination Adjustments, page 126
1. We have reviewed your response to our prior comment 4 and 5.
Please revise your disclosure to include a more robust discussion
of
significant reclassification and elimination adjustments. Please
ensure that your disclosures specifically address the need for
reclassification (e.g. why there was a difference in
classification
between Visa U.S.A. and Visa International).
Combination Adjustments - D, page 127
2. We have reviewed your response to comment number 6. It would
appear that there is an implied representation by management based
upon the inclusion of an adjustment to change the characterization
of
Visa International`s securities that management of the combined
entity has assessed the purpose and intent of the Visa
International`s employees differently then management of Visa
International. Please explain to us how two different management
teams, given the same information, could arrive at a materially
different answer under SFAS 115. Within your response, please
provide any specific information and/or analysis prepared by the
respective management teams to determine the proper classification
and a discussion of where these management teams differed in their
analysis.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations of Visa International
Components of Operating Revenue, page 181
3. We have considered your response to our prior comment 7 as well
as
the revisions your have made to your disclosure. In each instance
that the rollforward has been disclosed, please include a similar
rollforward for the prior period for comparative purposes.
Additionally, please provide to us, rollforwards of the member
incentive assets and liabilities on a gross basis. We may have
further comment upon reviewing this information.
Fiscal Year Ended September 30, 2005 compared to Fiscal Year Ended
September 30, 2004
Settlement risk guarantee, page 196
4. We have considered your response to our prior comment 9. We
are
still unclear how you have determined that the reduction in your
settlement risk guarantee should be accounted for as a change in
estimate. Please provide to us a description of how the amount of
the settlement guarantee liability is determined. Within your
summary, please tell us how management`s determination of the
look-
back period effects the calculation of the reserve and
specifically
what new events, experience acquired or additional information
obtained that justified management changing the lock-back period
form
15 to 10 years. Specifically, tell us how management initially
determined that the 15 year lock-back was appropriate and what
changed in that analysis that supported then change to a 10 year
lock-back period. Within your response, please explain to us what
effect the passage of time has on the calculation of the
liability.
It would seem intuitive that less reliance and emphasis would be
placed on the BCCI loss as time passed. Lastly, please tell us
how
management`s ability to mitigate member failures effects the
calculation of the liability as you have stipulated that the
majority
of the Company`s exposure to losses resulting from 44 member
failures
in 1998 was mitigated.
Annual Incentive Plans, page 276
5. Please disclose in the introductory paragraph that you also may
pay cash bonuses pursuant to these plans that do not relate to
pre-
established performance targets and explain why you have retained
this discretion. With respect to each discretionary bonus paid in
2006, please disclose why it was paid.
6. We note that you have disclosed detailed information regarding
your corporate targets. Please also provide disclosure regarding
each named executive officers individual performance targets and
explain how the individual targets relate to the corporate targets
to
generate the payout amounts.
7. We note your response to comment 13. Please disclose the new
2007
performance metrics.
* * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Bob Telewicz at 202-551-3438 or Kevin Woody,
Accounting Branch Chief, at 202-551-3629 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Michael McTiernan at 202-551-3852 or me at 202-551-
3495 with any other questions.
Sincerely,
Elaine Wolff
Branch Chief
cc: Kevin Keogh, Esq. (via facsimile)
Joseph W. Saunders
Visa Inc.
September 7, 2007
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