United States securities and exchange commission logo
June 14, 2023
Peter Andreski
Global Corporate Controller, Chief Accounting Officer
Visa Inc.
P.O. Box 8999
San Francisco, CA 94128
Re: Visa Inc.
Form 10-K for
Fiscal Year Ended September 30, 2022
Response dated May
26, 2023
File No. 001-33977
Dear Peter Andreski:
We have reviewed your May 26, 2023 response to our comment letter
and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
May 16, 2023 letter.
Form 10-K for Fiscal Year Ended September 30, 2022
Overview, page 4
1. We note your response
to comment two. Please revise your disclosure in "Our Core
Business" where you
discuss establishing default interchange reimbursement fees to
clarify that the fees
your receive from issuers and acquirers are not derived from
interchange
reimbursement fees or merchant discount rates.
Business
Competition, page 13
2. We note your response
to comment four. You state a payments network service provider
"facilitates payment
processing" through its proprietary payments network and branded
payment products and
can also provide authorization, clearing, and settlement services.
Peter Andreski
FirstName
Visa Inc. LastNamePeter Andreski
Comapany
June NameVisa Inc.
14, 2023
June 14,
Page 2 2023 Page 2
FirstName LastName
Please clarify whether this means that you sometimes "facilitate
payment processing"
or provide authorization, clearing, and settlement services exclusive
of providing the
other service. If so, clarify for us the circumstances in which that
occurs. For example,
we note your proposed revised disclosure that payment processors
perform processing
services on third-party networks and that you compete with them for
the processing of
Visa transactions. Please tell us whether these payment processors use
your network and
clarify for us what type of revenues, if any, you earn in these
circumstances.
3. We note your response to comment five. You state the transactions
amount is
significantly greater than the processed transactions amount
primarily because it
includes transactions on Visa-branded payment credentials that are
processed by other
payments networks. Please tell us what type of revenue you earn on
transactions
involving Visa-branded payment creditionals that are processed by
other payment
networks.
Risk Factors
Merchants' and processors' continued push to lower acceptance costs..., page 23
4. We note your response to comment seven. In your response to comment
two you state the
fees you receive from issuers and acquirers are not derived from
interchange
reimbursement fees or merchant discount rates. Please clarify how
merchants' and
processors' continued push to lower acceptance costs could harm your
business.
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies
Revenue Recognition, page 62
5. We note your response to comment 14. You state "payments network
services" include
Visa s primary services of authorization, clearing and settlement of
purchase transactions
as well as related services provided in the facilitation of money
movement. Please tell us
and revise to clarify whether the term "payments network services" is
intended to refer to
the "authorization, clearing, and settlement" subset of services
within the "data processing
revenue" category, is intended to refer to your various services
generally (i.e., those that
generate "service revenues," "data processing revenues,"
"international transaction
revenues," etc.), or something else.
You state that acceptance revenues are included in both service
revenues and data
processing revenues. Please tell us why acceptance revenues are
classified in both
revenue categories and clarify whether this is true on all acceptance
services provided or if
it varies depending on the nature of the underlying acceptance
service. If the latter, tell us
how you determine the category in which acceptance revenues are
classified.
Note 3 - Revenues, page 66
6. We note your response to comment 18. Please tell us in greater detail
why you believe
Peter Andreski
Visa Inc.
June 14, 2023
Page 3
any incentive allocation method would be subjective given incentives
can be tied
to customer contracts and customer performance.
7. We note your response to comment 19. In your response you state that
you have
considered if growth strategies (new flows and value added services)
meet the definition
of categories to be disclosed, but that the focus of your filings,
disclosures and earnings
calls are on your existing disaggregation categories. Notwithstanding
the references to
new flows and value added services in your earnings call identified in
the bullets below,
stating that you disaggregate on a certain existing basis does not
speak to whether
additional methods of disaggregation may be appropriate or necessary
based on the
guidance in ASC 606-10-50-5 to 7 and 55-89 to 55-91.
With regard to customer categories, you state you do not report
revenue by individual
financial institutions on a regular basis. Please note that our
reference to the potential of
disaggregating by customer type refers to customer categories not to
individual customers.
You state you believe current disaggregation serves users of financial
statements well. To
clarify our comment, we are not suggesting replacing your current
disaggregation, but are
seeking to understand whether and how you consider supplementing those
categories with
potential additional disaggregation based on additional categories
such as, but not limited
to:
type of customer (because you earn revenue from different customer
types such as
acquirers, issuers, and merchants);
consumer payments, new flows, and value added services (because you
disclose
amounts related to these categories outside the financial statements
in your investor
earnings call; it appears users of your financial statements were
interested in
information on new flows and value-added services based on the call;
you reference
investing to grow in these areas; you state that value added services
are affected
differently by economic factors ( value added services clearly is a
whole range of
new services that are not necessarily all tied to economic ups and
downs. ); and you
state that you ve organized that [new flows] business as a
single business ); and/or
specific geographic regions (because you disclose amounts related to
these categories
outside the financial statements in your investor earnings call; and
you disclose in
your risk factors regulatory authorities and central banks in a
number of jurisdictions
have reviewed or are reviewing these [interchange reimbursement]
fees, rules and
practices ).
FirstName LastNamePeter Andreski
Comapany NameVisa
Please Inc.focus your response on an analysis of the guidance in
ASC 606 relative
advise and
to2023
June 14, the points
Page above.
3
FirstName LastName
Peter Andreski
FirstName
Visa Inc. LastNamePeter Andreski
Comapany
June NameVisa Inc.
14, 2023
June 14,
Page 4 2023 Page 4
FirstName LastName
Please contact Stephen Kim at 202-551-3291 or Lyn Shenk at 202-551-3380
with any
questions.
Sincerely,
Division of Corporation
Finance
Office of Trade &
Services