News Details

Visa Inc. Posts Strong Fiscal Fourth Quarter and Full-Year 2008 Earnings Results on Higher Global Volumes and Strength of U.S. Debit

12/19/2008
SAN FRANCISCO, Oct 29, 2008 /PRNewswire-FirstCall via COMTEX News Network/ -- - Adjusted quarterly net income of $448 million or $0.58 per diluted Class A common share

- Adjusted full-year 2008 net income of $1.7 billion or $2.25 per diluted Class A common share

- Inclusive of FAS 5 litigation reserves of $1.1 billion covered under the Company's Retrospective Responsibility Plan, GAAP quarterly net loss of $356 million or $(0.45) per diluted Class A common share

- Inclusive of FAS 5 litigation reserves, full-year 2008 GAAP net income of $804 million or $0.96 per diluted Class A common share

- Fiscal fourth quarter payments volume growth of 15% over the prior year to $699 billion

- Full-year 2008 payments volume growth of 17% over the prior year to $2.7 trillion

Visa Inc. (NYSE: V) today announced financial results for the Company's fiscal fourth quarter and full-year 2008. For the fourth quarter ending September 30, 2008, on an adjusted basis (reflective of a normalized tax rate and excluding certain litigation reserves, restructuring charges and purchase amortization), net income for the quarter was $448 million, or $0.58 per diluted Class A common share. Adjusted diluted Class A common shares outstanding were 776 million. The Company's adjusted net income and adjusted diluted net income per Class A common share are non-GAAP financial measures that are reconciled to their most directly comparable GAAP measures in the accompanying financial tables.

On a GAAP basis, the Company reported a net loss of $356 million, or $(0.45) per diluted Class A common share, inclusive of a FAS 5 litigation reserve of approximately $1.1 billion related to the previously announced settlement of the Discover litigation. Since this litigation is covered by the Company's Retrospective Responsibility Plan, responsibility for the settlement is allocated to the Company's U.S. financial institution holders via an escrow account and other mechanisms previously established under the Plan.

Net operating revenue in the fiscal fourth quarter of 2008 was $1.7 billion, driven by strong contributions from service fees, data processing fees, and international transaction fees. Payments volume and processed transactions remained strong across all regions worldwide.

"Visa capped an historic fiscal 2008 with a strong fourth quarter. Despite increasing economic turbulence worldwide, Visa posted strong revenue and earnings gains while diligently taking steps to capitalize on the continuing secular trend toward electronic payments," said Joe Saunders. "Although no company is immune to the challenges of this economic environment, we believe Visa's network business model, the continuing secular shift to electronic payments and diversity across both products and geographies offer a degree of resilience to our organization."

"Visa's evolution from our credit roots into a multi-product payments company continues to benefit our business. Debit - which now represents more than 53% of Visa's payments transactions worldwide - is particularly important to our results in the current environment, as that product is rooted in 'everyday spend' behavior which has proven to be less susceptible to economic fluctuations and continues to grow."

"We remain intensely focused on helping our financial institution and retail clients through this difficult period, providing them with products and services that build deeper cardholder relationships and boost their own bottom line," added Saunders.

Fiscal Fourth Quarter 2008 Financial Highlights:

Visa Inc.'s operational performance highlights for the fiscal fourth quarter, as measured by June 30, 2008 statistical data, include:

    --  Payments volume grew 15% over the prior year to $699 billion;
    --  Total volume, inclusive of cash volume was $1.1 trillion, an increase of
        19% over the prior year;
    --  Total cards carrying the Visa brands rose over 12% worldwide over the
        prior year to 1.6 billion; and
    --  Total payment transactions increased by 14% over the prior year to 11.5
        billion.

Total processed transactions, which represent fiscal fourth quarter transactions processed by VisaNet, were 9.6 billion, an 11% increase over the prior year.

For the fiscal fourth quarter 2008, service fees were $788 million, up 8% over the prior year on a pro forma basis, and are recognized based on payment volume in the prior quarter. All other fee categories are recognized based on current quarter activity and are compared on a pro forma basis. Data processing fees rose 18% over the prior year on a pro forma basis to $548 million. International transaction fees, which are driven by cross-border payments volume, grew 45% over the prior year on a pro forma basis to $512 million, as we continued to benefit from higher multi-currency payments volumes across all regions during the fiscal fourth quarter. Other revenue, which includes the Visa Europe licensing fee, was $160 million, up 20% over the prior year on a pro forma basis. Volume and support incentives, which are a contra revenue item, were $299 million.

Adjusted operating expenses were $943 million for the fiscal fourth quarter, a 20% decrease from the prior year on a pro forma basis. Operating expenses on a GAAP basis were $2.2 billion for the fiscal fourth quarter, a 44% decrease from the prior year on a pro forma basis.

Cash, cash equivalents, restricted cash, and available-for-sale investment securities were $7.5 billion at September 30, 2008. This amount does not include short-term investments of approximately $953 million which are classified as short-term other assets.

Fiscal Year 2008 Results:

On an adjusted basis (reflective of a normalized tax rate and excluding litigation reserves, restructuring charges and purchase amortization), net income for the full-year ended September 30, 2008, was $1.7 billion, or $2.25 per diluted Class A common share. Adjusted diluted Class A common shares outstanding were 776 million.

Reported GAAP net income of $804 million, or $0.96 per diluted Class A common share, inclusive of a FAS 5 litigation reserve of $1.4 billion, which is covered under the Company's Retrospective Responsibility Plan.

Net operating revenue for the full-year was $6.3 billion, an increase of 21% over the prior year on a pro forma basis. Currency fluctuations contributed 2% of the increase in net operating revenues for the full-year.

Adjusted operating expenses were $3.4 billion for the full-year, a 4% decrease from the prior year on a pro forma basis. Operating expenses on a GAAP basis were $5.0 billion for the full-year, a 20% decrease from the prior year on a pro forma basis.

Visa's GAAP effective tax rate was 40% for the twelve months ended September 30, 2008.

Management believes the presentation of adjusted operating income, adjusted operating expenses and adjusted net income provides a clearer understanding of the one-time items related to the Company's reorganization and initial public offering. These measures also adjust for expenses related to covered litigation that will be funded by the litigation escrow account through the Retrospective Responsibility Plan and a $19 million and $51 million after-tax charge taken in the fourth quarter and full-year 2008 related to non-recurring legacy litigation items that were not funded by the litigation escrow account. These items have a significant impact on our financial results but are either non-recurring or have no operating cash impact. Recognizing that we have a very complex equity structure incorporating multiple classes and series of common stock, the Company has also presented adjusted diluted Class A earnings per share calculated based on adjusted net income and the adjusted diluted weighted average number of shares outstanding in the periods presented.

Subsequent Events:

On October 10, 2008, as planned, the Company completed the redemption of 79,748,857 shares of its Class C (Series II) Common Stock and 35,263,585 shares of its Class C (Series III) Common Stock held by Visa Europe Limited. The net cash amount that the Company paid to Visa Europe Limited in connection with the redemption of all its outstanding shares of Class C (Series II) Common Stock and 35,263,585 shares of its Class C (Series III) Common Stock was $2.65 billion. As planned, the Company used a portion of the net proceeds from its March 2008 initial public offering to fund these redemptions. In addition, immediately after the completion of the partial redemption of the Class C (Series III) Common Stock, each outstanding share of Class C (Series III) Common Stock and Class C (Series IV) Common Stock automatically and without further action converted into one share of Class C (Series I) Common Stock.

Financial Outlook:

Visa Inc. clarifies its financial outlook for the following metrics through 2010 with the caveat that revenue growth may be somewhat challenged in 2010 given the current economic environment in the U.S. and around the globe:

    --  Annual net revenue growth at the lower end of the 11% to 15% range;
    --  Annual adjusted operating margin in the mid-to-high 40% range;
    --  Annual adjusted diluted Class A common earnings per share growth of 20%
        or greater;
    --  Annual free cash flow in excess of $1 billion; and
    --  Capital expenditures in the range of $300 to $350 million in 2009 and
        representing 3 to 4% of gross revenues in 2010.

This outlook reflects an assumed 40% percent GAAP tax rate for fiscal year 2009. The Company's intent is to reduce this rate to a level around 35-36% over the next four years.

Fiscal Fourth Quarter and Full-Year 2008 Earnings Results Conference Call Details:

Visa's executive management team will host a live audio webcast beginning at 5:00 p.m. EDT (2:00 p.m. PDT) today to discuss the financial results and business highlights.

All interested parties are invited to listen to the live webcast at http://investor.visa.com. A replay of the webcast will be available on the Visa Investor Relations website for 30 days.

Investor information, including supplemental financial information, is available on Visa Inc's Investor Relations website at http://investor.visa.com.

About Visa Inc.

Visa Inc. operates the world's largest retail electronic payments network providing processing services and payment product platforms. This includes consumer credit, debit, prepaid and commercial payments, which are offered under the Visa, Visa Electron, Interlink and PLUS brands. Visa enjoys unsurpassed acceptance around the world, and Visa/PLUS is one of the world's largest global ATM networks, offering cash access in local currency in more than 170 countries. For more information, visit www.corporate.visa.com.

Forward Looking Statements

Certain statements contained in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the "safe harbor" created by those sections. These statements can be identified by the terms "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "will" and similar expressions which are intended to identify forward-looking statements. In addition, any underlying assumptions are forward-looking statements. Such forward-looking statements include but are not limited to statements regarding certain of Visa's goals and expectations with respect to adjusted earnings per share, revenue, adjusted operating margin, and free cash flow, and the growth rate in those items, as well as other measures of economic performance.

By their nature, forward-looking statements: (i) speak only as of the date they are made, (ii) are not guarantees of future performance or results and (iii) are subject to risks, uncertainties and assumptions that are difficult to predict or quantify. Therefore, actual results could differ materially and adversely from those forward-looking statements as a result of a variety of factors, including all the risks discussed under the heading "Risk Factors" in our Prospectus dated March 18, 2008, filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(4) on March 19, 2008. You are cautioned not to place undue reliance on such statements, which speak only as of the date of this press release. Unless required to do so under U.S. federal securities laws or other applicable laws, we do not intend to update or revise any forward-looking statements.

    Visa Inc.
    Selected Consolidated Statements of Operations
    (unaudited)



                                  For the three          For the twelve
                                  months ended            months ended
                                  September 30,           September 30,
                                 ---------------         ---------------
                                           2007                    2007
                                2008     Pro forma      2008     Pro forma
                                ----    ----------      ----   ------------
                                   (in millions except per share data)

    Operating Revenues
    Service fees                $788           $730   $3,061         $2,582
    Data processing fees         548            463    2,073          1,659
    International
     transaction fees            512            354    1,721          1,193
    Other revenues               160            133      569            473
    Volume and support
     incentives                 (299)          (216)  (1,161)          (714)
                                ----           ----   ------           ----
    Total operating revenues   1,709          1,464    6,263          5,193
                               -----          -----    -----          -----

    Operating Expenses
    Personnel                    317            324    1,199          1,159
    Network, EDP and
     communications               94             84      339            308
    Advertising, marketing
     and promotion               320            444    1,016          1,075
    Professional and consulting
     fees                        136            156      438            552
    Depreciation and
     amortization                 59             64      237            228
    Administrative and other      98            101      332            334
    Litigation provision       1,128          2,638    1,470          2,653
                               -----          -----    -----          -----
    Total operating expenses   2,152          3,811    5,031          6,309
                               -----          -----    -----          -----

    Operating (loss) income     (443)        (2,347)   1,232         (1,116)
                                ----         ------    -----         ------

    Other Income (Expense)
    Equity in earnings of
     unconsolidated
     affiliates                    -              -        1              -
    Interest expense             (27)           (24)    (143)           (96)
    Investment income, net        39             65      211            197
    Other                          -              -       35              8
                                  --             --       --             --
    Total other income            12             41      104            109
                                  --             --      ---            ---

    (Loss) income before
     income taxes               (431)        (2,306)   1,336         (1,007)
    Income tax (benefit)
     expense                     (75)          (651)     532           (146)
                                 ---           ----      ---           ----

    Net (loss) income          $(356)       $(1,655)    $804          $(861)
                               =====        =======     ====          =====

    Basic net (loss) income
     per share(1)
      Class A common stock    $(0.45)                  $0.96
                              ======                   =====
      Class B common stock    $(0.32)                  $0.85
                              ======                   =====
      Class C (series I)
       common stock           $(0.45)                  $0.96
                              ======                   =====
      Class C (series II)
       common stock            $0.12                   $0.79
                               =====                   =====
      Class C (series III
       and IV) common stock   $(0.45)                  $0.96
                              ======                   =====
    Basic weighted average
     shares outstanding, in
     thousands (1)
      Class A common stock   446,600                 239,163
                             =======                 =======
      Class B common stock   245,513                 333,190
                             =======                 =======
      Class C (series I)
       common stock          124,212                 190,516
                             =======                 =======
      Class C (series II)
       common stock           79,749                  55,668
                              ======                  ======
      Class C (series III
       and IV) common stock   27,499                  43,878
                              ======                  ======
    Diluted net (loss)
     income per share(1)
      Class A common stock    $(0.45)                  $0.96
                              ======                   =====
      Class B common stock    $(0.32)                  $0.85
                              ======                   =====
      Class C (series I)
       common stock           $(0.45)                  $0.96
                              ======                   =====
      Class C (series II)
       common stock            $0.12                   $0.79
                               =====                   =====
      Class C (series III
       and IV) common stock   $(0.45)                  $0.96
                              ======                   =====
    Diluted weighted average
     Shares outstanding, in
     thousands(1)
      Class A common stock   773,679                 769,195
                             =======                 =======
      Class B common stock   245,513                 333,190
                             =======                 =======
      Class C (series I)
       common stock          124,212                 190,518
                             =======                 =======
      Class C (series II)
       common stock           79,749                  55,668
                              ======                  ======
      Class C (series III
       and IV) common stock   27,499                  43,878
                              ======                  ======

    (1) There is no comparable earnings per share measure for 2007 as we
    were a non-stock company.



    Visa Inc.
    Selected Consolidated Balance Sheets
    (unaudited)

                                                     September 30, October 1,
                                                         2008         2007
                                                         ----         ----
                                                           (in millions)
    Assets
    Cash and cash equivalents                            $4,979      $1,278
    Restricted cash - litigation escrow                   1,298           -
    Investment securities, available-for-sale               355         842
    Settlement receivable                                 1,131         587
    Accounts receivable                                     342         318
    Customer collateral                                     679         389
    Current portion of volume and support incentives        256         135
    Current portion of deferred tax assets                  944         771
    Prepaid and other current assets                      1,190         381
                                                          -----         ---

    Total current assets                                 11,174       4,701
                                                         ------       -----

    Restricted cash - litigation escrow                     630           -
    Investment securities, available-for-sale               244         743
    Volume and support incentives                           123          72
    Property, equipment and technology, net               1,080         906
    Other assets                                            634         625
    Intangible assets                                    10,883      10,883
    Goodwill                                             10,213       9,139
                                                         ------       -----

    Total assets                                        $34,981     $27,069
                                                        =======     =======

    Liabilities
    Accounts payable                                       $159        $164
    Settlement payable                                    1,095         644
    Customer collateral                                     679         389
    Accrued compensation and benefits                       420         479
    Volume and support incentives                           249         294
    Accrued liabilities                                     306         496
    Current portion of long-term debt                        51          84
    Current portion of accrued litigation                 2,698       2,236
    Redeemable class C (series III) common stock,
     35,263,585 shares outstanding at
     September 30, 2008                                   1,508           -
                                                          -----         ---

    Total current liabilities                             7,165       4,786
                                                          -----       -----

    Long-term debt                                           55          40
    Accrued litigation                                    1,060       1,446
    Deferred tax liabilities                              3,811       3,758
    Other liabilities                                       613         754
                                                            ---         ---

    Total liabilities                                    12,704       10,784
                                                         ------       ------

    Temporary Equity
    Class C (series II) common stock, $0.0001 par
     value, 218,582,801 shares authorized, 79,748,857
     shares issued and outstanding at September 30,
     2008, net of subscription receivable                 1,136           -
                                                          -----         ---

    Total temporary equity                                1,136           -
                                                          -----         ---

    Stockholders' Equity
    Preferred stock, $0.0001 par value,
     25,000,000 shares authorized and none issued             -          -
    Class A common stock, $0.0001 par value,
     2,001,622,245,209 shares authorized, 447,746,261
     issued and outstanding                                   -          -
    Class B common stock, $0.0001 par value,
     622,245,209 shares authorized, 245,513,385 issued
     and outstanding                                          -          -
    Class C (series I) common stock, $0.0001 par
     value, 813,582,801 shares authorized,
     124,622,548 issued and 124,097,105
     outstanding                                              -          -
    Class C (series III) common stock, $0.0001
     par value, 64,000,000 shares authorized,
     26,949,616 issued and outstanding                        -          -
    Class C (series IV) common stock, $0.0001 par
     value, 1,000,000 shares authorized, 549,587
     issued and outstanding                                   -          -
    Additional paid-in capital                           21,060     16,785
    Class C (series I) treasury stock, 525,443 shares       (35)         -
    Accumulated income (deficit)                            186       (500)
    Accumulated other comprehensive loss, net               (70)         -
                                                            ---        ---
    Total stockholders' equity and accumulated
     net income (deficit)                                21,141     16,285
                                                         ------     ------
    Total liabilities, temporary equity, and
     stockholders' equity                               $34,981    $27,069
                                                        =======    =======



    Visa Inc.
    Consolidated Statements of Cash Flows
    (unaudited)

                                                          For the Twelve
                                                           Months Ended
                                                           September 30,
                                                         ---------------

                                                         2008     2007(1)
                                                         ----    --------
                                                          (in millions)
    Operating Activities
    Net income (loss)                                    $804     $(1,076)
    Adjustments to reconcile net income (loss) to net
      cash provided by operating activities:
           Depreciation and amortization of property,
            equipment and technology                      237         126
           Amortization of intangibles, investments,
            debt issuance cost, and accretion of
            member deposits                                 -          11
           Share-based compensation                        74           -
           Fair value adjustment for liability under
            the framework agreement                       (35)          -
           Interest earned on litigation escrow, net
            of tax                                        (13)          -
           Net recognized loss (gain) on
            investment securities, including
            other-than-temporary impairment                34          (4)
           Asset impairment                                34           -
           Loss on disposal of property,
            equipment and technology                        -           2
           Minority interest                                -           5
           Amortization of volume and support
            incentives                                  1,161         489
           Accrued litigation and accretion             1,601       2,913
           Equity in earnings of unconsolidated
            affiliates                                     (1)        (40)
          Deferred income taxes                           (27)       (874)
    Change in operating assets and liabilities:
           Accounts receivable                            (24)        (29)
           Settlement receivable                         (543)         32
           Volume and support incentives               (1,378)       (507)
           Other assets                                  (158)       (172)
           Accounts payable                               (10)        (20)
           Settlement payable                             451         (39)
           Accrued compensation and benefits             (115)         65
           Accrued and other liabilities                  (33)         (3)
           Accrued litigation                          (1,525)       (231)
           Member deposits                                 (3)       (143)
                                                           --        ----

    Net cash provided by operating activities             531         505
                                                          ---         ---

    Investing Activities

    Investment securities, available-for-sale:
          Purchases                                    (1,509)     (3,070)
          Proceeds from sales and maturities            2,458       2,769
    Reclassification of money market investment          (983)          -
    Cash acquired through reorganization                1,002           -
    Contributions to joint ventures                         -          (3)
    Purchases of/contributions to other investments       (25)          -
    Distributions from other investments                   22           1
    Purchases of property, equipment and technology      (415)      (160)
    Proceeds from sale of property, equipment and
     technology                                             4           -
                                                           --          --

    Net cash provided by (used in) investing
     activities                                           554        (463)
                                                          ---        ----

    Financing Activities

    Proceeds from short-term borrowing                      2           -
    Payments on short-term borrowing                       (2)          -
    Proceeds from sale of common stock, net of
     issuance costs of $550                            19,100           -
    Funding of litigation escrow account -
     Retrospective Responsibility Plan                 (3,000)          -
    Funding from litigation escrow account -
     Retrospective Responsibility Plan                  1,085           -
    Funding of tax escrow account for income tax
     withheld on stock proceeds                          (116)          -
    Funding from tax escrow account                       116           -
    Payment for redemption of stock                   (13,446)          -
    Dividends paid                                        (93)
    Principal payments on debt                            (18)        (33)
    Principal payments on capital lease obligations        (4)         (4)
                                                           --          --
    Net cash provided by (used in) financing
     activities                                         3,624         (37)
                                                        -----         ---

    Effect of exchange rate changes on cash and cash
     equivalents                                           (5)          -
                                                           --           -
    Increase in cash and cash equivalents               4,704           5
    Cash and cash equivalents at beginning of year        275         270
                                                          ---         ---

    Cash and cash equivalents at end of year           $4,979        $275
                                                       ======        ====

    Supplemental Disclosure of Cash Flow Information
              Income taxes paid, net of refunds          $678        $413
              Amounts included in accounts payable
               and accrued and other liabilities
               related to                                 $32          $6
                purchases of property, equipment and
                 technology
              Interest payments on debt                    $8          $4
              Common stock issued in reorganization   $17,935           -


    (1) Historical balances for periods prior to October 1, 2007 represent
    balances for Visa U.S.A. Inc., deemed the accounting acquirer in the
    business combination.



    Pro Forma Fiscal 2007 Quarterly Results of Operations
    US$ in millions


                             Pro Forma Fiscal 2007 Quarter Ended(1)
                            ---------------------------------------
                                                                         Pro
                                                                        Forma
                         Dec. 31,  March 31,   June 30,  Sept. 30,     Fiscal
                            2006      2007      2007(2)   2007(2)   2007(1)(2)
                         --------  ---------  ---------  ----------  --------

      Operating Revenues
      Service fees          $577       $614       $661        $730    $2,582
      Data processing fees   377        370        449         463     1,659
      International
       transaction
       fees                  247        281        311         354     1,193
      Other revenues         108        113        119         133       473
      Volume and
       support
       incentives           (136)      (187)      (175)       (216)     (714)
                            ----       ----       ----        ----      ----
        Total operating
         revenues          1,173      1,191      1,365       1,464     5,193
                           -----      -----      -----       -----     -----

      Operating Expenses
      Personnel              273        269        293         324     1,159
      Network, EDP and
       communications         68         69         87          84       308
      Advertising,
       marketing and
       promotion             205        182        244         444     1,075
      Professional and
       consulting fees       101        136        159         156       552
      Depreciation and
       amortization           55         54         55          64       228
      Administrative and
       other                  76         74         83         101       334
      Litigation provision     2         13          -       2,638     2,653
                              --         --         --       -----     -----
        Total operating
         expenses            780        797        921       3,811     6,309
                             ---        ---        ---       -----     -----

      Operating income
       (loss)                393        394        444      (2,347)   (1,116)
                             ---        ---        ---      ------    ------

      Other Income (Expense)
      Interest expense       (23)       (24)       (25)        (24)      (96)
      Investment income,
       net                    40         36         56          65       197
      Other                    -          -          8           -         8
                              --         --         --          --        --
        Total other income    17         12         39          41       109
                              --         --         --          --       ---

      Income (loss) before
       Income taxes          410        406        483      (2,306)   (1,007)
      Income tax
       expense/(benefit)     161        160        184        (651)     (146)
                             ---        ---        ---        ----      ----
      Net income (loss)     $249       $246       $299     $(1,655)    $(861)
                            ====       ====       ====     =======     =====

    (1) Visa Inc. had no operations prior to the reorganization on October 1,
    2007. In order to provide insight into our operating results, the pro
    forma results of operations for the prior periods have been prepared for
    comparative purposes assuming that the reorganization had occurred on
    October 1, 2006. These pro forma statements of operations have been
    prepared in accordance with Statement of Financial Accounting Standards
    No. 141, "Business Combinations."
    (2) Certain immaterial reclassifications were made to the quarter ended
    June 30 and September 30, 2007 pro forma financial statements to conform
    to the current presentation.



    Reconciliation of Non-GAAP Adjusted Operating Income and Net Income
    US$ in millions

                                                 Pro Forma  Pro Forma
                            For the    For the    For the    For the
                             Three     Twelve      Three      Twelve
                             Months    Months      Months     Months
                              Ended     Ended      ended      ended
                           September  September  September  September
                            30, 2008   30, 2008   30, 2007   30, 2007
                           ---------  ---------  ---------  ---------

    Net (loss) income (as
     reported)               $(356)      $804    $(1,655)     $(861)
        Addback: Income
         tax (benefit)
         expense (as
         reported)             (75)       532       (651)      (146)
                               ---        ---       ----       ----
    Net (loss) income before
     taxes (as reported)     $(431)    $1,336    $(2,306)   $(1,007)

    Adjustments:
       Litigation
        reserve(1)           1,122      1,457      2,576      2,576
       Restructuring(2)         70        140         46        145
       Asset step-up
        amortization(3)         17         68         17         68

                             -----      -----      -----      -----
       Adjustments to
        Operating income     1,209      1,665      2,639      2,789

       Interest accretion on
        American Express
        settlement(4)           11         68          -          -
       Investment income on
        Litigation Escrow and
        EU proceeds(5)         (30)       (70)         -          -
       Underwater contract
        (LIBOR adjustment)(6)    -        (35)         -          -
                               ---        ---        ---        ---
       Adjustments to
        non-operating
        income                 (19)       (37)         -          -

    Total adjustments        1,190      1,628      2,639      2,789

    Adjusted net income
     Before tax                759      2,964        333      1,782
    Adjusted income
     tax expense(7)           (311)    (1,215)      (137)      (731)

                              ----     ------       ----     ------
    Adjusted net income       $448     $1,749       $196     $1,051
                              ====     ======       ====     ======

    Operating (loss) income
     (as reported)           $(443)    $1,232    $(2,347)   $(1,116)
       Addback: Adjustments
        to operating (loss)
        income               1,209      1,665      2,639      2,789
                             -----      -----      -----      -----
    Adjusted operating
     income                   $766     $2,897       $292     $1,673
                              ====     ======       ====     ======
    Operating revenues (as
     reported)              $1,709     $6,263     $1,464     $5,193
    Adjusted operating
     margin                     45%        46%        20%        32%

    Total operating expenses
     (as reported)          $2,152     $5,031     $3,811     $6,309
       Less: Adjustments
        to operating
        expenses            (1,209)    (1,665)    (2,639)    (2,789)
                            ------     ------     ------     ------
    Adjusted operating
     expenses                 $943     $3,366     $1,172     $3,520
                              ====     ======     ======     ======

    (1) Litigation expense primarily related to covered litigation.
    Settlements of, or judgments in, covered litigation will be paid from the
    litigation escrow account.   There is $30 million and $80 million of
    non-recurring legacy litigation expense for the quarter and year ended
    September 30, 2008, respectively, that management believes is not
    indicative of Visa's future anticipated expenses.  This expense is not
    covered under the Retrospective Responsibility Plan and will not be paid
    from the litigation escrow account.
    (2) Restructuring costs, primarily severance in fiscal 2008, associated
    with workforce consolidation and elimination of overlapping functions.
    (3) Non-cash amortization and depreciation of the incremental basis in
    technology and building assets acquired in the reorganization.
    (4) Non-cash interest expense recorded on future payments to be made under
    the settlement agreement with American Express. These payments will be
    paid from the litigation escrow account.
    (5) Investment income earned during the period on all IPO proceeds held,
    including amounts held in the litigation escrow and amounts the Company
    intends to use in October 2008 to redeem all class C (series II) common
    stock and a portion of the class C (series III) common stock held by Visa
    Europe.
    (6) Other expense (income) recorded in the periods presented as a result
    of changes in the Company's estimated liability under the Framework
    Agreement, which governs its relationship with Visa Europe. The changes
    were primarily due to movement in the LIBOR rates in the periods
    presented. This liability will not continue after the October 2008
    redemptions described above.
    (7) Reflects a normalized tax rate of 41%.



    Reconciliation of Non-GAAP Adjusted Operating Expenses
    US$ in millions

                                                    For the Three Months
                                                  Ended September 30, 2008

                                                                         As
                                              Actual Adjustments      Adjusted
                                              ------ -----------     ---------
    Personnel                                    317       $(64)(2)       $253
    Network, EDP and communications               94         (1)(2)         93
    Advertising, marketing and promotions        320          -            320
    Professional and consulting fees             136         (1)(2)        135
    Depreciation and amortization                 59        (17)(3)         42
    Administrative and other                      98         (4)(2)         94
    Litigation provision                       1,128     (1,122)(1)          6
                                               -----     ------              -
    Total operating expenses                   2,152    $(1,209)          $943
                                               -----    -------           ----



                                               Pro Forma For the Three Months
                                                  Ended September 30, 2007

                                                                         As
                                              Actual Adjustments      Adjusted
                                              ------ -----------     ---------
    Personnel                                    324       $(13)(2)       $311
    Network, EDP and communications               84          -             84
    Advertising, marketing and promotions        444          -            444
    Professional and consulting fees             156        (32)(2)        124
    Depreciation and amortization                 64        (17)(3)         47
    Administrative and other                     101         (1)(2)        100
    Litigation provision                       2,638     (2,576)(1)         62
                                               -----     ------             --
    Total operating expenses                   3,811    $(2,639)        $1,172
                                               -----    -------         ------




                                               For the Twelve Months
                                              Ended September 30, 2008

                                                                    As
                                         Actual Adjustments      Adjusted
                                         ------ -----------     ---------
    Personnel                             1,199      $(121) (2)    $1,078
    Network, EDP and communications         339         (1) (2)       338
    Advertising, marketing and promotions 1,016          -          1,016
    Professional and consulting fees        438        (14) (2)       424
    Depreciation and amortization           237        (68) (3)       169
    Administrative and other                332         (4) (2)       328
    Litigation provision                  1,470     (1,457) (1)        13
                                          -----     ------             --
    Total operating expenses              5,031    $(1,665)        $3,366
                                          -----    -------         ------



                                          Pro Forma For the Twelve Months
                                              Ended September 30, 2007

                                                                    As
                                         Actual Adjustments      Adjusted
                                         ------ -----------     ---------
    Personnel                             1,159       $(13) (2)    $1,146
    Network, EDP and communications         308          -            308
    Advertising, marketing and promotions 1,075          -          1,075
    Professional and consulting fees        552       (127) (2)       425
    Depreciation and amortization           228        (68) (3)       160
    Administrative and other                334         (5) (2)       329
    Litigation provision                  2,653     (2,576) (1)        77
                                          -----     ------             --
    Total operating expenses              6,309    $(2,789)        $3,520
                                          -----    -------         ------

    (1)  Litigation reserve
    (2)  Restructuring
    (3)  Asset step-up amortization



    Reconciliation of Non-GAAP Adjusted Non-operating Income (Expenses)
    US$ in millions

                                                 For the Three Months
                                               Ended September 30, 2008

                                                                       As
                                          Actual  Adjustments       Adjusted
                                          ------  -----------       --------
    Equity in earnings of unconsolidated
     affiliates                               $-            -             $-
    Interest expense                         (27)          11 (1)        (16)
    Investment income, net                    39          (30)(2)          9
    Other                                      -            -              -
                                             ---          ---            ---
    Total other income (expenses)            $12          (19)           $(7)
                                             ---          ---            ---



                                          Pro Forma For the Three Months
                                             Ended September 30, 2007

                                          Actual  Adjustments   As Adjusted
                                          ------  -----------   -----------
    Equity in earnings of unconsolidated
     affiliates                               $-            -        $-
    Interest expense                         (24)           -       (24)
    Investment income, net                    65            -        65
    Other                                      -            -         -
                                             ---          ---       ---
    Total other income (expenses)            $41            -       $41
                                             ---            -       ---




                                                For the Twelve Months
                                               Ended September 30, 2008

                                                                       As
                                          Actual  Adjustments       Adjusted
                                          ------  -----------       --------
    Equity in earnings of unconsolidated
     affiliates                               $1            -             $1
    Interest expense                        (143)          68 (1)        (75)
    Investment income, net                   211          (70)(2)        141
    Other                                     35          (35)(3)          -
                                              --          ---              -
    Total other income (expenses)           $104          (37)           $67
                                            ----          ---            ---



                                          Pro Forma For the Twelve Months
                                             Ended September 30, 2007

                                          Actual  Adjustments   As Adjusted
                                          ------  -----------   -----------
    Equity in earnings of unconsolidated
     affiliates                               $-            -        $-
    Interest expense                         (96)           -       (96)
    Investment income, net                   197            -       197
    Other                                      8            -         8
                                             ---          ---       ---
    Total other income (expenses)           $109            -      $109
                                            ----          ---      ----

    (1)  Interest accretion on American Express Settlement
    (2)  Investment income on Litigation Escrow and EU proceeds
    (3)  Underwater contract (LIBOR adjustment)



    Reconciliation of Non-GAAP Weighted Average Class A Common Stock
    Outstanding Used in the Calculation of Adjusted Diluted Class A Earnings
    Per Share
    US$ in millions

                                  For the Three        For the Twelve
                                  Months Ended         Months Ended
                                September 30, 2008   September 30, 2008
                                ------------------   ------------------


      Weighted Average Shares
       Outstanding - GAAP               776                 769

         Class A Shares(1)                -                 206
         Class B Shares(2)                -                (119)
         Class C Shares(3)                -                 (83)
         Class A Share Equivalents(4)     -                   3
                                          -                   -
              Share Adjustments           -                   7

      Adjusted Weighted Average Shares
       Outstanding - Non GAAP           776                 776


    (1) For the twelve months ended September 30, 2008, for GAAP purposes,
    the number of class A common shares outstanding is weighted to reflect the
    issuance of 446,600,000 shares at the IPO date of March 19, 2008.  In the
    calculation of the adjusted weighted average shares outstanding, these
    shares are assumed to have been issued at October 1, 2007 for the twelve
    months ended September 30, 2008.
    (2) For the twelve months ended September 30, 2008, for GAAP purposes, the
    number of class B common shares outstanding is weighted to reflect the
    redemption of 154,738,487 shares on March 28, 2008 and the reduction of
    the conversion ratio applicable to remaining shares outstanding to 0.71 to
    1. In the calculation of the adjusted weighted average shares outstanding,
    these shares are weighted to assume that the redemption and reduction in
    conversion ratio had occurred at October 1, 2007 for the twelve months
    ended September 30, 2008.
    (3) For the twelve months ended September 30, 2008, for GAAP purposes, the
    number of class C (series I, II, III & IV) common shares is weighted to
    reflect the redemption of 159,657,751 shares of class C (series I) common
    stock on March 28, 2008, and the reclassification of all shares of class C
    (series II) common stock to temporary equity and 35,263,585 shares of
    class C (series III) common stock to liabilities on the IPO date of March
    19, 2008.  Upon reclassification of the class C (series II)  and class C
    (series III) common stock these shares are no longer convertible into
    shares of class A common stock.  In the calculation of adjusted weighted
    average shares outstanding, these shares are weighted to assume that the
    redemption and reclassifications occurred at October 1, 2007 for the
    twelve months ended September 30, 2008.
    (4) For GAAP purposes, the number of class A common shares outstanding is
    weighted to reflect the assumed issuance of class A common stock
    underlying stock options, restricted stock and restricted stock units to
    employees and directors at the IPO date of March 19, 2008 and subsequent
    periods, by applying the treasury stock method. For the twelve months
    ended September 30, 2008, in the calculation of adjusted weighted shares
    outstanding, these shares are assumed to have been issued at October 1,
    2007 and were outstanding for the entire period. The share adjustments
    also reflect the estimated number of stock options, restricted stock and
    restricted stock units estimated to be outstanding in October 2008 after
    the redemption of the class C (series II and series III) common shares
    held by Visa Europe.



    Class A Common Stock Adjusted Diluted Earnings Per Share

    -- Management believes the presentation of adjusted operating income and
    adjusted net income provides a clearer understanding of the one-time items
    related to the Company's reorganization, initial public offering and other
    non-recurring events. These measures also adjust for expenses related to
    covered litigation that will be funded by the litigation escrow account
    and a $19 million after-tax charge in the fourth quarter and a $51
    million after-tax charge for the year ended September 30, 2008 related to
    non-recurring legacy litigation items that will not be funded by the
    litigation escrow account.  These items have a significant impact on our
    financial results but are either non-recurring or have no operating cash
    impact.


    -- Recognizing that we have a very complex equity structure incorporating
    multiple classes and series of common stock, the Company has
    also presented adjusted diluted class A earnings per share calculated
    below based on adjusted net income and the adjusted weighted average
    number of shares outstanding in the periods presented.  This non-GAAP
    financial measure has been presented to illustrate our per share results
    reflecting our capital structure after the redemption of all class C
    (series II) common stock and a portion of class C (series III) common
    stock, which the Company redeemed in October 2008.  The class C (series
    II) common stock is classified as temporary equity and the redeemable
    class C (series III) common stock is classified as a liability on the
    Company's consolidated balance sheet at September 30, 2008.  Management
    believes this non-GAAP presentation provides the reader with a clearer
    understanding of our per share results by excluding these shares to be
    redeemed and allocating adjusted net income only to permanent equity.




                                        For the Three      For the Twelve
                                         Months Ended       Months Ended
                                     September 30, 2008  September 30, 2008
                                     ------------------  ------------------
                                      (in millions, except per share data)

      Adjusted net income                    $448              $1,749

      Adjusted weighted average number of
       Diluted shares outstanding             776                 776
                                             -----               -----

      Adjusted diluted earnings per share    $0.58              $2.25
                                             -----              -----



    Calculation of Free Cash Flow
    US$ in millions
                                                         For the Twelve
                                                          Months Ended
                                                       September 30, 2008
                                                       ------------------


       Net income (as reported)                                $804

           Addback:  Depreciation and amortization              237
                     Equity compensation                         74
                     Cash impact of litigation(1)             1,193

            Less:    Capital expenditure                       (415)
                     Annual pension contribution               (186)
                                                               ------
       Total free cash flow                                   $1,707
                                                               ======

    (1) Adjustment represents the net cash impact of all litigation matters,
    both covered and uncovered, during the fiscal year.  This adjustment
    reflects (i) the cash benefit received resulting from tax deductions taken
    on actual payments made for both covered and uncovered matters; (ii) the
    use of cash to make payments for uncovered litigation matters, which will
    not be funded by the litigation escrow account; (iii) the add back of
    accretion, net of tax, recorded on all settled claims, both covered and
    uncovered; and (iv) the add back of litigation provision, net of tax,
    recorded for covered matters, which will be funded by the litigation
    escrow account, during the fiscal year.



    Operational Performance Data

    The tables below provide information regarding the operational results for
    the 3 months ended June 30, 2008, as well as the prior ten quarterly
    reporting periods and the years ended December 31, 2005, 2006 and 2007,
    for cards carrying the Visa, Visa Electron and Interlink brands.

    1. Branded Volume and Transactions
    The tables present Payments Volume, Cash Volume, Total Volume, the number
    of payments transactions, cash transactions, accounts and cards for cards
    carrying the Visa, Visa Electron and Interlink brands. Card counts include
    PLUS proprietary cards. Nominal and constant dollar growth rates over
    prior periods are provided for volume-based data.



                             For the 3 Months Ended June 30, 2008
                                          Total               Payments
                                          Volume       Growth Volume
                                            ($   Growth (Cons- ($    Growth
                                            bill-(Nominal tant) bill-(Nominal
                                            ions) USD)   USD)  ions)   USD)

    All Visa Credit & Debit
      Asia Pacific                            249  24.0%  20.9%   162  22.3%
      Canada                                   51  14.3%  10.3%    45  14.5%
      CEMEA                                   131  45.8%  40.7%    19  37.8%
      LAC                                     155  35.4%  22.9%    50  40.3%
      US                                      526   8.8%   8.8%   423   9.8%
      Visa Inc.                             1,112  19.2%  16.5%   699  15.2%

    Visa Credit Programs
      US                                      246   4.7%   4.7%   213   5.0%
      Rest of World                           278  21.7%  17.9%   238  22.6%
      Visa Inc.                               524  13.1%  11.3%   450  13.6%

    Visa Debit Programs
      US                                      280  12.7%  12.7%   210  15.1%
      Rest of World                           308  39.2%  30.7%    38  40.2%
      Visa Inc.                               588  25.2%  21.5%   248  18.3%



                             For the 3 Months Ended June 30, 2008
                                                      Payments  Cash
                                             Growth    Trans-  Volume  Growth
                                           (Constant   actions   ($  (Nominal
                                             USD)   (millions) billions) USD)

    All Visa Credit & Debit
      Asia Pacific                            18.9%     2,032      88    27.3%
      Canada                                  10.4%       383       6    13.0%
      CEMEA                                   38.1%       255     112    47.2%
      LAC                                     27.5%     1,160     105    33.2%
      US                                       9.8%     7,658     103     4.9%
      Visa Inc.                               13.6%    11,487     414    26.4%

    Visa Credit Programs
      US                                       5.0%     2,334      34     2.9%
      Rest of World                           18.3%     2,969      40    16.4%
      Visa Inc.                               11.6%     5,303      74     9.8%

    Visa Debit Programs
      US                                      15.1%     5,325      69     5.9%
      Rest of World                           31.8%       860     270    39.0%
      Visa Inc.                               17.4%     6,185     340    30.7%



                             For the 3 Months Ended June 30, 2008
                                                      Cash
                                                      Trans
                                             Growth   actions Accounts Cards
                                           (Constant  (mill-  (mill-   (mill-
                                              USD)     ions)   ions)    ions)

    All Visa Credit & Debit
      Asia Pacific                            24.7%      498      387      472
      Canada                                   9.0%        9       24       31
      CEMEA                                   41.2%      640      159      168
      LAC                                     20.8%      754      303      328
      US                                       4.9%      736      469      646
      Visa Inc.                               21.6%    2,637    1,342    1,645

    Visa Credit Programs
      US                                       2.9%       29      262      335
      Rest of World                           15.3%      146      404      464
      Visa Inc.                                9.3%      175      665      798

    Visa Debit Programs
      US                                       5.9%      706      207      311
      Rest of World                           30.6%    1,756      469      535
      Visa Inc.                               24.7%    2,462      677      847



                             For the 3 Months Ended March 31, 2008
                                          Total               Payments
                                          Volume       Growth Volume
                                            ($   Growth (Cons- ($    Growth
                                            bill-(Nominal tant) bill-(Nominal
                                            ions) USD)   USD)  ions)   USD)

    All Visa Credit & Debit
      Asia Pacific                            245  29.4%  21.2%   159  26.5%
      Canada                                   47  30.9%  10.0%    41  30.5%
      CEMEA                                   114  40.8%  36.6%    17  40.4%
      LAC                                     143  37.8%  21.8%    46  47.5%
      US                                      488  10.9%  10.9%   388  12.0%
      Visa Inc.                             1,036  22.0%  17.1%   652  19.1%

    Visa Credit Programs
      US                                      231   8.0%   8.0%   195   8.1%
      Rest of World                           268  28.5%  17.9%   229  29.5%
      Visa Inc.                               499  18.1%  13.1%   424  18.7%

    Visa Debit Programs
      US                                      257  13.6%  13.6%   193  16.3%
      Rest of World                           280  39.6%  28.7%    35  44.1%
      Visa Inc.                               537  25.8%  21.0%   228  19.9%


                             For the 3 Months Ended March 31, 2008
                                                      Payments  Cash
                                             Growth    Trans-  Volume  Growth
                                           (Constant   actions   ($  (Nominal
                                             USD)   (millions) billions) USD)

    All Visa Credit & Debit
      Asia Pacific                            18.1%     1,913      85    35.2%
      Canada                                   9.7%       337       6    33.8%
      CEMEA                                   38.9%       236      96    40.9%
      LAC                                     30.1%     1,123      97    33.7%
      US                                      12.0%     7,077     100     6.6%
      Visa Inc.                               15.1%    10,686     384    27.2%

    Visa Credit Programs
      US                                       8.1%     2,167      36     7.5%
      Rest of World                           18.2%     2,798      39    23.0%
      Visa Inc.                               13.3%     4,964      75    15.0%

    Visa Debit Programs
      US                                      16.3%     4,910      64     6.2%
      Rest of World                           31.7%       812     245    38.9%
      Visa Inc.                               18.4%     5,722     309    30.6%



                             For the 3 Months Ended March 31, 2008
                                                      Cash
                                                      Trans
                                             Growth   actions Accounts Cards
                                           (Constant  (mill-  (mill-   (mill-
                                              USD)     ions)   ions)    ions)

    All Visa Credit & Debit
      Asia Pacific                            27.4%      458      376      457
      Canada                                  12.5%        9       24       31
      CEMEA                                   36.2%      584      148      156
      LAC                                     18.2%      719      288      312
      US                                       6.6%      691      457      665
      Visa Inc.                               20.6%    2,462    1,292    1,621

    Visa Credit Programs
      US                                       7.5%       30      260      368
      Rest of World                           16.1%      134      387      446
      Visa Inc.                               11.8%      164      647      814

    Visa Debit Programs
      US                                       6.2%      661      197      297
      Rest of World                           28.3%    1,636      448      510
      Visa Inc.                               23.0%    2,297      645      807


                           For the 3 Months Ended December 31, 2007
                                          Total               Payments
                                          Volume       Growth Volume
                                            ($   Growth (Cons- ($    Growth
                                            bill-(Nominal tant) bill-(Nominal
                                            ions) USD)   USD)  ions)   USD)

    All Visa Credit & Debit
      Asia Pacific                            241  28.4%  23.0%   158  24.3%
      Canada                                   51  29.3%  13.6%    45  28.5%
      CEMEA                                   115  43.8%  38.9%    18  44.1%
      LAC                                     145  33.3%  21.3%    47  44.1%
      US                                      514  11.4%  11.4%   413  12.4%
      Visa Inc.                             1,067  21.5%  17.9%   680  18.5%

    Visa Credit Programs
      US                                      253   9.1%   9.1%   218   9.7%
      Rest of World                           272  26.7%  19.5%   232  27.3%
      Visa Inc.                               525  17.6%  14.3%   450  18.1%

    Visa Debit Programs
      US                                      261  13.7%  13.7%   195  15.5%
      Rest of World                           281  39.1%  29.8%    36  43.5%
      Visa Inc.                               542  25.6%  21.5%   231  19.1%


                           For the 3 Months Ended December 31, 2007
                                                      Payments  Cash
                                             Growth    Trans-  Volume  Growth
                                           (Constant   actions   ($  (Nominal
                                             USD)   (millions) billions) USD)

    All Visa Credit & Debit
      Asia Pacific                            19.6%     1,931      83    36.9%
      Canada                                  12.8%       382       6    36.5%
      CEMEA                                   40.1%       235      97    43.8%
      LAC                                     30.5%     1,132      99    28.8%
      US                                      12.4%     7,412     102     7.8%
      Visa Inc.                               15.7%    11,092     387    27.3%

    Visa Credit Programs
      US                                       9.7%     2,462      36     5.9%
      Rest of World                           19.7%     2,863      40    23.2%
      Visa Inc.                               14.6%     5,325      75    14.4%

    Visa Debit Programs
      US                                      15.5%     4,950      66     8.8%
      Rest of World                           32.9%       817     245    38.5%
      Visa Inc.                               17.9%     5,767     311    30.9%



                           For the 3 Months Ended December 31, 2007
                                                      Cash
                                                      Trans-
                                             Growth   actions Accounts Cards
                                           (Constant  (mill-  (mill-   (mill-
                                              USD)     ions)   ions)    ions)

    All Visa Credit & Debit
      Asia Pacific                            29.9%      452      368      446
      Canada                                  19.9%        9       23       31
      CEMEA                                   38.7%      590      139      147
      LAC                                     17.4%      757      284      307
      US                                       7.8%      716      457      661
      Visa Inc.                               21.8%    2,524    1,270    1,592

    Visa Credit Programs
      US                                       5.9%       33      259      365
      Rest of World                           18.5%      136      372      431
      Visa Inc.                               12.2%      169      630      796

    Visa Debit Programs
      US                                       8.8%      683      198      297
      Rest of World                           29.4%    1,672      442      500
      Visa Inc.                               24.4%    2,355      640      796



                           For the 3 Months Ended September 30, 2007
                                          Total               Payments
                                          Volume       Growth Volume
                                            ($   Growth (Cons- ($    Growth
                                            Bill-(Nominal tant) bill-(Nominal
                                            ions) USD)   USD)  ions)   USD)
    All Visa Credit & Debit
      Asia Pacific                           215  25.6%  19.6%   140  22.1%
      Canada                                  47  22.7%  12.9%    42  21.4%
      CEMEA                                  101  43.0%  38.4%    15  39.0%
      LAC                                    121  26.7%  19.0%    38  38.5%
      US                                     489   9.6%   9.6%   388  10.7%
      Visa Inc.                              972  18.4%  15.5%   623  15.8%

    Visa Credit Programs
      US                                     240   6.7%   6.7%   206   8.5%
      Rest of World                          243  22.5%  16.4%   206  23.6%
      Visa Inc.                              483  14.1%  11.4%   412  15.6%

    Visa Debit Programs
      US                                     249  12.6%  12.6%   182  13.3%
      Rest of World                          241  36.0%  28.5%    29  39.6%
      Visa Inc.                              489  23.0%  19.9%   211  16.3%



                           For the 3 Months Ended September 30, 2007
                                                      Payments  Cash
                                             Growth    Trans-  Volume  Growth
                                           (Constant   actions   ($  (Nominal
                                             USD)   (millions) billions) USD)

    All Visa Credit & Debit
      Asia Pacific                            16.8%     1,796      74    32.8%
      Canada                                  11.8%       362       6    33.0%
      CEMEA                                   35.1%       211      85    43.8%
      LAC                                     29.6%     1,004      83    21.9%
      US                                      10.7%     7,032     101     5.6%
      Visa Inc.                               13.6%    10,404     349    23.3%

    Visa Credit Programs
      US                                       8.5%     2,314      35    -2.9%
      Rest of World                           17.2%     2,654      37    16.4%
      Visa Inc.                               12.7%     4,968      71     6.2%

    Visa Debit Programs
      US                                      13.3%     4,718      67    10.7%
      Rest of World                           31.1%       718     211    35.5%
      Visa Inc.                               15.5%     5,436     278    28.6%



                           For the 3 Months Ended September 30, 2007
                                                      Cash
                                                      Trans-
                                             Growth   actions Accounts Cards
                                           (Constant  (mill-  (mill-   (mill-
                                              USD)     ions)   ions)    ions)

    All Visa Credit & Debit
      Asia Pacific                            25.1%      417      348      427
      Canada                                  22.5%        9       23       31
      CEMEA                                   39.0%      545      125      136
      LAC                                     14.6%      691      267      289
      US                                       5.6%      730      440      642
      Visa Inc.                               19.0%    2,392    1,203    1,526

    Visa Credit Programs
      US                                      -2.9%       34      253      358
      Rest of World                           12.0%      128      353      410
      Visa Inc.                                4.2%      162      607      769

    Visa Debit Programs
      US                                      10.7%      696      187      284
      Rest of World                           28.2%    1,534      409      473
      Visa Inc.                               23.5%    2,230      596      757



                             For the 3 Months Ended June 30, 2007
                                          Total               Payments
                                          Volume       Growth Volume
                                            ($   Growth (Cons- ($    Growth
                                            Bill-(Nominal tant) bill-(Nominal
                                            ions) USD)   USD)  ions)   USD)

    All Visa Credit & Debit
      Asia Pacific                           201  20.6%  16.6%   132  19.9%
      Canada                                  45  18.2%  12.0%    40  17.4%
      CEMEA                                   90  38.7%  37.3%    14  32.4%
      LAC                                    114  32.4%  18.9%    35  41.8%
      US                                     483   9.5%   9.5%   385  10.4%
      Visa Inc.                              933  17.1%  14.6%   606  14.7%

    Visa Credit Programs
      US                                     235   6.4%   6.4%   203   8.3%
      Rest of World                          228  19.8%  16.1%   194  21.2%
      Visa Inc.                              464  12.6%  11.0%   396  14.3%

      Visa Debit Programs
      US                                     248  12.6%  12.6%   183  12.7%
      Rest of World                          222  34.2%  24.9%    27  39.1%
      Visa Inc.                              470  21.9%  18.3%   210  15.5%



                             For the 3 Months Ended June 30, 2007
                                                      Payments  Cash
                                             Growth    Trans-  Volume  Growth
                                           (Constant   actions   ($  (Nominal
                                             USD)   (millions) billions) USD)

    All Visa Credit & Debit
      Asia Pacific                            16.8%     1,708      69    21.9%
      Canada                                  11.3%       352       5    24.5%
      CEMEA                                   32.8%       197      76    39.9%
      LAC                                     27.7%       945      79    28.6%
      US                                      10.4%     6,901      98     6.3%
      Visa Inc.                               13.2%    10,103     327    21.8%

    Visa Credit Programs
      US                                       8.3%     2,251      33    -4.3%
      Rest of World                           17.0%     2,519      35    12.6%
      Visa Inc.                               12.5%     4,770      67     3.7%

    Visa Debit Programs
      US                                      12.7%     4,651      65    12.5%
      Rest of World                           28.9%       682     195    33.5%
      Visa Inc.                               14.6%     5,333     260    27.5%



                             For the 3 Months Ended June 30, 2007
                                                      Cash
                                                      Trans-
                                             Growth   actions Accounts Cards
                                           (Constant  (mill-  (mill-   (mill-
                                              USD)     ions)   ions)    ions)

    All Visa Credit & Debit
      Asia Pacific                            16.1%      373      336      412
      Canada                                  18.0%        9       22       30
      CEMEA                                   38.1%      508      121      124
      LAC                                     15.3%      669      257      281
      US                                       6.3%      721      418      616
      Visa Inc.                               17.2%    2,280    1,154    1,464

    Visa Credit Programs
      US                                      -4.3%       32      245      345
      Rest of World                           11.1%      120      339      394
      Visa Inc.                                3.1%      152      584      739

    Visa Debit Programs
      US                                      12.5%      689      173      270
      Rest of World                           24.4%    1,439      397      454
      Visa Inc.                               21.3%    2,128      570      725



                             For the 3 Months Ended March 31, 2007
                                          Total               Payments
                                          Volume       Growth Volume
                                            ($   Growth (Cons- ($    Growth
                                            Bill-(Nominal tant) bill-(Nominal
                                            ions) USD)   USD)  ions)   USD)

    All Visa Credit & Debit
      Asia Pacific                           189  23.1%  18.8%   126  20.8%
      Canada                                  36  10.3%  11.8%    31   9.2%
      CEMEA                                   81  44.8%  43.8%    12  35.3%
      LAC                                    104  19.4%  19.6%    31  25.9%
      US                                     440   9.1%   9.1%   347   8.9%
      Visa Inc.                              849  16.1%  15.4%   548  12.9%

    Visa Credit Programs
      US                                     214   7.8%   7.8%   181   8.0%
      Rest of World                          208  17.1%  15.4%   177  18.5%
      Visa Inc.                              423  12.2%  11.6%   357  13.0%

    Visa Debit Programs
      US                                     226  10.4%  10.4%   166  10.0%
      Rest of World                          201  33.4%  30.4%    24  35.3%
      Visa Inc.                              427  20.1%  19.3%   190  12.7%


                             For the 3 Months Ended March 31, 2007
                                                      Payments  Cash
                                             Growth    Trans-  Volume  Growth
                                           (Constant   actions   ($  (Nominal
                                             USD)   (millions) billions) USD)

    All Visa Credit & Debit
      Asia Pacific                            17.0%    1,599      63    28.1%
      Canada                                  10.7%      309       4    19.1%
      CEMEA                                   40.6%      183      68    46.6%
      LAC                                     25.4%      904      72    16.8%
      US                                       8.9%    6,259      94     9.8%
      Visa Inc.                               12.4%    9,254     302    22.3%

    Visa Credit Programs
      US                                       8.0%    2,021      33     7.0%
      Rest of World                           16.6%    2,343      32     9.8%
      Visa Inc.                               12.3%    4,364      65     8.3%

    Visa Debit Programs
      US                                      10.0%    4,238      60    11.4%
      Rest of World                           32.5%      652     176    33.1%
      Visa Inc.                               12.6%    4,889     237    26.8%


                             For the 3 Months Ended March 31, 2007
                                                      Cash
                                                      Trans-
                                             Growth   actions Accounts Cards
                                           (Constant  (mill-  (mill-   (mill-
                                              USD)     ions)   ions)    ions)

    All Visa Credit & Debit
      Asia Pacific                            22.6%      382      321      397
      Canada                                  20.7%        9       22       30
      CEMEA                                   44.4%      477      117      122
      LAC                                     17.2%      658      251      271
      US                                       9.8%      698      412      607
      Visa Inc.                               21.1%    2,224    1,123    1,426

    Visa Credit Programs
      US                                       7.0%       30      243      341
      Rest of World                            9.3%      105      322      375
      Visa Inc.                                8.1%      135      565      716

    Visa Debit Programs
      US                                      11.4%      668      169      266
      Rest of World                           30.1%    1,421      389      444
      Visa Inc.                               25.0%    2,089      558      710



                           For the 3 Months Ended December 31, 2006
                                          Total               Payments
                                          Volume       Growth Volume
                                            ($   Growth (Cons- ($    Growth
                                            bill-(Nominal tant) bill-(Nominal
                                            ions) USD)   USD)  ions)   USD)

    All Visa Credit & Debit
      Asia Pacific                           188  21.9%  15.9%   127  21.1%
      Canada                                  40  11.1%  11.3%    35  10.1%
      CEMEA                                   80  43.0%  40.4%    12  32.2%
      LAC                                    109  22.2%  17.5%    33  30.4%
      US                                     462   8.3%   8.3%   367   8.1%
      Visa Inc.                              878  15.4%  13.6%   574  12.4%

    Visa Credit Programs
      US                                     232   7.7%   7.7%   199   7.7%
      Rest of World                          214  17.9%  14.1%   182  19.2%
      Visa Inc.                              447  12.4%  10.8%   381  12.9%

    Visa Debit Programs
      US                                     230   8.9%   8.9%   169   8.5%
      Rest of World                          202  32.0%  26.2%    25  36.0%
      Visa Inc.                              431  18.6%  16.7%   194  11.4%


                           For the 3 Months Ended December 31, 2006
                                                      Payments  Cash
                                             Growth    Trans-  Volume  Growth
                                           (Constant   actions   ($  (Nominal
                                             USD)   (millions) billions) USD)

    All Visa Credit & Debit
      Asia Pacific                            15.8%    1,600      61    23.7%
      Canada                                  10.3%      344       4    19.8%
      CEMEA                                   33.9%      175      68    45.1%
      LAC                                     25.3%      911      77    19.0%
      US                                       8.1%    6,554      95     9.2%
      Visa Inc.                               11.3%    9,583     304    21.4%

    Visa Credit Programs
      US                                       7.7%    2,281      34     7.7%
      Rest of World                           15.4%    2,371      32    11.4%
      Visa Inc.                               11.4%    4,651      66     9.5%

    Visa Debit Programs
      US                                       8.5%    4,274      61    10.0%
      Rest of World                           30.5%      658     177    31.4%
      Visa Inc.                               11.1%    4,932     238    25.2%


                           For the 3 Months Ended December 31, 2006
                                                      Cash
                                                      Trans-
                                             Growth   actions Accounts Cards
                                           (Constant  (mill-  (mill-   (mill-
                                              USD)     ions)   ions)    ions)

    All Visa Credit & Debit
      Asia Pacific                            16.0%      381      308      381
      Canada                                  20.0%        9       22       30
      CEMEA                                   41.7%      470      104      112
      LAC                                     14.5%      687      241      262
      US                                       9.2%      698      402      600
      Visa Inc.                               18.2%    2,245    1,077    1,384

    Visa Credit Programs
      US                                       7.7%       32      240      345
      Rest of World                            7.2%      107      314      363
      Visa Inc.                                7.5%      140      554      709

    Visa Debit Programs
      US                                      10.0%      666      162      255
      Rest of World                           25.6%    1,440      361      421
      Visa Inc.                               21.4%    2,105      523      676



                        For the 3 Months Ended September 30, 2006
                                          Total               Payments
                                          Volume       Growth Volume
                                            ($   Growth (Cons- ($     Growth
                                            bill-(Nominal tant) bill- (Nominal
                                            ions) USD)   USD)  ions)   USD)

    All Visa Credit & Debit
      Asia Pacific                           171  16.8%  15.0%   115  17.5%
      Canada                                  38  17.1%  11.0%    34  16.4%
      CEMEA                                   70  38.9%  40.0%    11  29.6%
      LAC                                     95  20.7%  18.1%    27  27.9%
      US                                     446  11.6%  11.6%   350  11.1%
      Visa Inc.                              821  15.9%  15.1%   538  13.9%

    Visa Credit Programs
      US                                     225   9.6%   9.6%   190   9.0%
      Rest of World                          198  16.6%  14.4%   167  17.9%
      Visa Inc.                              423  12.8%  11.9%   356  13.0%

    Visa Debit Programs
      US                                     221  13.8%  13.8%   161  13.7%
      Rest of World                          177  27.4%  25.2%    21  32.2%
      Visa Inc.                              398  19.5%  18.7%   182  15.6%



                        For the 3 Months Ended September 30, 2006
                                                     Payments   Cash
                                             Growth    Trans-   Volume  Growth
                                           (Constant   actions   ($  (Nominal
                                             USD)   (millions) billions) USD)

    All Visa Credit & Debit
      Asia Pacific                            16.3%    1,508      56    15.4%
      Canada                                  10.4%      330       4    23.4%
      CEMEA                                   35.1%      157      59    40.8%
      LAC                                     25.0%      810      68    18.0%
      US                                      11.1%    6,229      96    13.6%
      Visa Inc.                               13.3%    9,035     283    20.0%

    Visa Credit Programs
      US                                       9.0%    2,149      36    13.1%
      Rest of World                           15.8%    2,243      31    10.0%
      Visa Inc.                               12.2%    4,392      67    11.6%

    Visa Debit Programs
      US                                      13.7%    4,080      60    14.0%
      Rest of World                           30.7%      563     156    26.8%
      Visa Inc.                               15.5%    4,643     216    22.9%



                        For the 3 Months Ended September 30, 2006
                                                      Cash
                                                      Trans-
                                             Growth   actions Accounts Cards
                                           (Constant  (mill-  (mill-   (mill-
                                              USD)     ions)   ions)    ions)

    All Visa Credit & Debit
      Asia Pacific                            12.3%      360      298      367
      Canada                                  17.0%        9       22       29
      CEMEA                                   41.0%      424       94      104
      LAC                                     15.5%      643      228      248
      US                                      13.6%      733      398      599
      Visa Inc.                               18.7%    2,169    1,041    1,347

    Visa Credit Programs
      US                                      13.1%       34      242      351
      Rest of World                            7.5%      102      297      346
      Visa Inc.                               10.3%      136      539      696

    Visa Debit Programs
      US                                      14.0%      699      156      249
      Rest of World                           24.4%    1,334      346      402
      Visa Inc.                               21.5%    2,033      502      651




                           For the 3 Months Ended June 30, 2006
                                          Total               Payments
                                          Volume       Growth Volume
                                            ($   Growth (Cons-  ($    Growth
                                            bill-(Nominal tant) bill-(Nominal
                                            ions) USD)   USD)  ions)   USD)

    All Visa Credit & Debit
      Asia Pacific                           167  17.9%  18.2%   110  15.9%
      Canada                                  38  23.5%  12.3%    34  23.0%
      CEMEA                                   65  43.5%  43.7%    10  35.5%
      LAC                                     86  21.4%  20.6%    25  29.3%
      US                                     441  14.8%  14.8%   349  15.7%
      Visa Inc.                              797  18.5%  18.0%   528  17.1%

    Visa Credit Programs
      US                                     221  11.5%  11.5%   187  12.1%
      Rest of World                          191  16.7%  15.0%   160  18.4%
      Visa Inc.                              412  13.8%  13.1%   347  14.9%

    Visa Debit Programs
      US                                     220  18.3%  18.3%   162  20.2%
      Rest of World                          165  32.1%  30.3%    19  33.9%
      Visa Inc.                              386  23.8%  23.5%   182  21.5%


                           For the 3 Months Ended June 30, 2006
                                                      Payments  Cash
                                             Growth    Trans-  Volume  Growth
                                           (Constant   actions   ($  (Nominal
                                             USD)   (millions) billions) USD)

    All Visa Credit & Debit
      Asia Pacific                            16.5%    1,416      56    22.0%
      Canada                                  11.8%      322       4    27.4%
      CEMEA                                   37.1%      147      55    45.2%
      LAC                                     27.6%      769      61    18.5%
      US                                      15.7%    6,157      92    11.4%
      Visa Inc.                               16.6%    8,811     269    21.2%

    Visa Credit Programs
      US                                      12.1%    2,091      34     8.3%
      Rest of World                           16.5%    2,126      31     8.5%
      Visa Inc.                               14.2%    4,216      65     8.4%

    Visa Debit Programs
      US                                      20.2%    4,067      58    13.3%
      Rest of World                           32.1%      528     146    31.9%
      Visa Inc.                               21.5%    4,595     204    26.0%


                           For the 3 Months Ended June 30, 2006
                                                      Cash
                                                      Trans-
                                             Growth   actions Accounts Cards
                                           (Constant  (mill-  (mill-   (mill-
                                              USD)     ions)   ions)    ions)

    All Visa Credit & Debit
      Asia Pacific                            21.4%      353      287      354
      Canada                                  15.8%        9       21       28
      CEMEA                                   44.9%      407       86       95
      LAC                                     18.0%      620      219      236
      US                                      11.4%      710      390      611
      Visa Inc.                               20.9%    2,098    1,003    1,324

    Visa Credit Programs
      US                                       8.3%       32      236      344
      Rest of World                            7.5%       97      283      329
      Visa Inc.                                7.9%      129      519      672

    Visa Debit Programs
      US                                      13.3%      677      153      268
      Rest of World                           30.0%    1,291      330      384
      Visa Inc.                               25.2%    1,969      484      652



                          For the 3 Months Ended March 31, 2006
                                          Total               Payments
                                          Volume       Growth Volume
                                            ($   Growth (Cons- ($    Growth
                                            bill-(Nominal tant) bill-(Nominal
                                            ions) USD)   USD)  ions)   USD)

    All Visa Credit & Debit
      Asia Pacific                           154  12.2%  15.8%   104  11.9%
      Canada                                  32  18.0%  13.5%    29  18.4%
      CEMEA                                   56  38.8%  42.6%     9  28.8%
      LAC                                     87  37.6%  21.0%    25  45.7%
      US                                     403  16.1%  16.1%   318  17.6%
      Visa Inc.                              732  19.0%  18.2%   485  17.7%

    Visa Credit Programs
      US                                     199  11.7%  11.7%   167  12.7%
      Rest of World                          178  14.1%  15.0%   149  16.0%
      Visa Inc.                              376  12.8%  13.3%   316  14.2%

    Visa Debit Programs
      US                                     205  20.8%  20.8%   151  23.6%
      Rest of World                          151  34.8%  27.8%    18  37.2%
      Visa Inc.                              355  26.4%  23.8%   169  24.9%


                          For the 3 Months Ended March 31, 2006
                                                      Payments  Cash
                                             Growth    Trans-  Volume  Growth
                                           (Constant   actions-   ($  (Nominal
                                             USD)   (millions) billions) USD)
    All Visa Credit & Debit
      Asia Pacific                            16.1%    1,302      49    12.7%
      Canada                                  13.8%      282       4    15.4%
      CEMEA                                   32.5%      126      47    41.0%
      LAC                                     28.3%      742      62    34.5%
      US                                      17.6%    5,686      85    11.0%
      Visa Inc.                               17.8%    8,139     247    21.7%

    Visa Credit Programs
      US                                      12.7%    1,884      31     6.7%
      Rest of World                           16.7%    1,962      29     5.3%
      Visa Inc.                               14.6%    3,847      60     6.1%

    Visa Debit Programs
      US                                      23.6%    3,801      54    13.6%
      Rest of World                           30.2%      491     133    34.5%
      Visa Inc.                               24.3%    4,292     187    27.7%



                          For the 3 Months Ended March 31, 2006
                                                      Cash
                                                      Trans-
                                             Growth   actions Accounts Cards
                                           (Constant  (mill-  (mill-   (mill-
                                              USD)     ions)   ions)    ions)
    All Visa Credit & Debit
      Asia Pacific                            15.2%      327     276      341
      Canada                                  10.9%        9      21       27
      CEMEA                                   44.6%      357      82       89
      LAC                                     18.3%      600     204      225
      US                                      11.0%      662     383      606
      Visa Inc.                               19.0%    1,955     966    1,288

    Visa Credit Programs
      US                                       6.7%       30     232      338
      Rest of World                            6.5%       88     273      315
      Visa Inc.                                6.6%      118     505      653

    Visa Debit Programs
      US                                      13.6%      632     151      268
      Rest of World                           27.4%    1,205     311      367
      Visa Inc.                               23.4%    1,837     462      635



                         For the 3 Months Ended December 31, 2005
                                          Total               Payments
                                          Volume       Growth Volume
                                            ($   Growth (Cons- ($    Growth
                                            bill-(Nominal tant) bill-(Nominal
                                            ions) USD)   USD)  ions)   USD)

    All Visa Credit & Debit
      Asia Pacific                           154  12.9%  15.3%   105  12.0%
      Canada                                  36  17.9%  10.7%    32  17.8%
      CEMEA                                   56  37.7%  43.7%     9  31.2%
      LAC                                     89  31.1%  20.1%    25  38.9%
      US                                     426  16.1%  16.1%   340  17.4%
      Visa Inc.                              761  18.4%  17.8%   511  17.3%

    Visa Credit Programs
      US                                     215  10.5%  10.5%   184  11.2%
      Rest of World                          182  13.1%  12.7%   153  15.1%
      Visa Inc.                              397  11.7%  11.5%   337  12.9%

    Visa Debit Programs
      US                                     211  22.3%  22.3%   155  25.6%
      Rest of World                          153  33.6%  29.5%    18  39.7%
      Visa Inc.                              364  26.8%  25.4%   174  27.0%



                         For the 3 Months Ended December 31, 2005
                                                      Payments  Cash
                                             Growth    Trans-  Volume  Growth
                                           (Constant   actions   ($  (Nominal
                                             USD)   (millions) billions) USD)

    All Visa Credit & Debit
      Asia Pacific                            14.4%    1,290      49    14.8%
      Canada                                  10.6%      316       4    19.1%
      CEMEA                                   38.8%      127      47    39.1%
      LAC                                     28.3%      758      64    28.3%
      US                                      17.4%    5,982      87    11.3%
      Visa Inc.                               17.1%    8,474     250    20.7%

    Visa Credit Programs
      US                                      11.2%    2,128      31     6.7%
      Rest of World                           14.6%    1,991      29     3.5%
      Visa Inc.                               12.8%    4,119      60     5.1%

    Visa Debit Programs
      US                                      25.6%    3,855      55    14.0%
      Rest of World                           35.2%      500     135    32.8%
      Visa Inc.                               26.7%    4,355     190    26.7%



                         For the 3 Months Ended December 31, 2005
                                                      Cash
                                                      Trans-
                                             Growth   actions Accounts Cards
                                           (Constant  (mill-  (mill-   (mill-
                                              USD)     ions)   ions)    ions)

    All Visa Credit & Debit
      Asia Pacific                            17.3%      329     266      328
      Canada                                  11.8%        9      21       27
      CEMEA                                   44.6%      358      75       83
      LAC                                     17.2%      632     194      214
      US                                      11.3%      674     373      584
      Visa Inc.                               19.3%    2,002     929    1,236

    Visa Credit Programs
      US                                       6.7%       32     228      327
      Rest of World                            3.2%       90     264      304
      Visa Inc.                                4.9%      121     492      631

    Visa Debit Programs
      US                                      14.0%      642     144      257
      Rest of World                           28.7%    1,239     293      348
      Visa Inc.                               24.4%    1,881     437      605



                           For the 12 Months Ended December 31, 2007
                                          Total               Payments
                                          Volume       Growth Volume
                                            ($   Growth (Cons- ($    Growth
                                            bill-(Nominal tant) bill-(Nominal
                                            ions) USD)   USD)  ions)   USD)
    All Visa Credit & Debit
      Asia Pacific                           846  24.6%  19.6%    556  21.9%
      Canada                                 179  20.6%  12.6%    158  19.6%
      CEMEA                                  386  42.6%  39.4%     59  38.1%
      LAC                                    484  28.2%  19.8%    152  38.0%
      US                                   1,927   9.9%   9.9%  1,532  10.7%
      Visa Inc.                            3,822  18.4%  15.9%  2,457  15.6%

    Visa Credit Programs
      US                                     943   7.5%   7.5%    807   8.7%
      Rest of World                          951  21.8%  16.9%    808  22.9%
      Visa Inc.                            1,894  14.2%  12.1%  1,615  15.4%

    Visa Debit Programs
      US                                     984  12.4%  12.4%    725  12.9%
      Rest of World                          944  35.9%  28.4%    117  39.7%
      Visa Inc.                            1,928  22.8%  19.8%    842  16.0%



                           For the 12 Months Ended December 31, 2007
                                                      Payments  Cash
                                             Growth    Trans-  Volume  Growth
                                           (Constant   actions   ($  (Nominal
                                             USD)   (millions) billions) USD)

    All Visa Credit & Debit
      Asia Pacific                         17.6%     7,034      289    30.1%
      Canada                               11.7%     1,404       21    28.6%
      CEMEA                                37.1%       827      327    43.4%
      LAC                                  28.4%     3,984      333    24.2%
      US                                   10.7%    27,604      395     7.3%
      Visa Inc.                            13.8%    40,853    1,365    23.8%

    Visa Credit Programs
      US                                    8.7%     9,048      136     1.2%
      Rest of World                        17.7%    10,379      143    15.7%
      Visa Inc.                            13.1%    19,427      279     8.1%

    Visa Debit Programs
      US                                   12.9%    18,556      259    10.8%
      Rest of World                        31.4%     2,869      827    35.4%
      Visa Inc.                            15.3%    21,426    1,086    28.6%



                           For the 12 Months Ended December 31, 2007
                                                      Cash
                                                      Trans-
                                             Growth   actions Accounts Cards
                                           (Constant  (mill-  (mill-   (mill-
                                              USD)     ions)   ions)    ions)

    All Visa Credit & Debit
      Asia Pacific                            23.5%    1,624      368      446
      Canada                                  20.2%       37       23       31
      CEMEA                                   39.8%    2,120      139      147
      LAC                                     16.2%    2,775      284      307
      US                                       7.3%    2,864      457      661
      Visa Inc.                               19.8%    9,420    1,270    1,592

    Visa Credit Programs
      US                                       1.2%      129      259      365
      Rest of World                           12.8%      490      372      431
      Visa Inc.                                6.9%      619      630      796

    Visa Debit Programs
      US                                      10.8%    2,735      198      297
      Rest of World                           28.0%    6,066      442      500
      Visa Inc.                               23.5%    8,801      640      796



                           For the 12 Months Ended December 31, 2006
                                            Total             Payments
                                          Volume       Growth Volume
                                            ($   Growth (Cons- ($    Growth
                                            bill-(Nominal tant) bill-(Nominal
                                            ions) USD)   USD)  ions)   USD)


    All Visa Credit & Debit
      Asia Pacific                           679  17.3%  16.2%    457  16.7%
      Canada                                 148  17.1%  12.0%    132  16.6%
      CEMEA                                  271  41.2%  41.5%     43  31.5%
      LAC                                    378  24.8%  19.2%    110  32.7%
      US                                   1,753  12.5%  12.5%  1,385  12.8%
      Visa Inc.                            3,228  17.1%  16.1%  2,126  15.1%

    Visa Credit Programs
      US                                     877  10.0%  10.0%    742  10.2%
      Rest of World                          781  16.4%  14.6%    658  17.9%
      Visa Inc.                            1,658  12.9%  12.2%  1,400  13.7%

    Visa Debit Programs
      US                                     876  15.1%  15.1%    642  16.0%
      Rest of World                          695  31.4%  27.3%     84  34.8%
      Visa Inc.                            1,570  21.8%  20.4%    726  17.9%


                           For the 12 Months Ended December 31, 2006
                                                      Payments  Cash
                                             Growth    Trans-  Volume  Growth
                                           (Constant   actions  ($  (Nominal
                                             USD)   (millions) billions) USD)
    All Visa Credit & Debit
      Asia Pacific                         16.2%     5,827      222    18.6%
      Canada                               11.5%     1,278       16    21.5%
      CEMEA                                34.7%       605      228    43.1%
      LAC                                  26.4%     3,233      268    21.9%
      US                                   12.8%    24,626      368    11.3%
      Visa Inc.                            14.5%    35,569    1,102    21.1%

    Visa Credit Programs
      US                                   10.2%     8,405      135     9.0%
      Rest of World                        16.1%     8,702      123     8.9%
      Visa Inc.                            13.0%    17,107      258     8.9%

    Visa Debit Programs
      US                                   16.0%    16,221      233    12.7%
      Rest of World                        30.8%     2,240      611    31.0%
      Visa Inc.                            17.7%    18,462      844    25.3%


                           For the 12 Months Ended December 31, 2006
                                                      Cash
                                                      Trans-
                                             Growth   actions Accounts Cards
                                           (Constant  (mill-  (mill-   (mill-
                                              USD)     ions)   ions)    ions)

    All Visa Credit & Debit
      Asia Pacific                            16.2%    1,421      308      381
      Canada                                  16.0%       36       22       30
      CEMEA                                   42.8%    1,657      104      112
      LAC                                     16.5%    2,550      241      262
      US                                      11.3%    2,803      402      600
      Visa Inc.                               19.1%    8,468    1,077    1,384

    Visa Credit Programs
      US                                       9.0%      129      240      345
      Rest of World                            7.2%      394      314      363
      Visa Inc.                                8.1%      523      554      709

      Visa Debit Programs
      US                                      12.7%    2,674      162      255
      Rest of World                           26.8%    5,270      361      421
      Visa Inc.                               22.8%    7,945      523      676



                        For the 12 Months Ended December 31, 2005
                                          Total               Payments
                                          Volume       Growth Volume
                                            ($   Growth (Cons- ($    Growth
                                            bill-(Nominal tant) bill-(Nominal
                                            ions) USD)   USD)  ions)   USD)

    All Visa Credit & Debit
      Asia Pacific                           579  21.3%  15.9%    391  19.8%
      Canada                                 126  21.3%  10.8%    113  21.2%
      CEMEA                                  192  17.3%   9.0%     33  15.7%
      LAC                                    303  34.4%  21.4%     83  42.6%
      US                                   1,558  16.1%  16.1%  1,227  17.5%
      Visa Inc.                            2,757  19.3%  15.9%  1,847  19.1%

    Visa Credit Programs
      US                                     797  10.6%  10.6%    674  10.5%
      Rest of World                          671  18.4%  11.5%    558  21.0%
      Visa Inc.                            1,468  14.0%  11.0%  1,231  15.0%

    Visa Debit Programs
      US                                     761  22.5%  22.5%    554  27.3%
      Rest of World                          529  31.0%  21.1%     62  37.5%
      Visa Inc.                            1,289  25.8%  21.9%    616  28.3%



                        For the 12 Months Ended December 31, 2005
                                                      Payments  Cash
                                             Growth    Trans-  Volume  Growth
                                           (Constant   actions   ($  (Nominal
                                             USD)   (millions) billions) USD)

    All Visa Credit & Debit
      Asia Pacific                            14.2%     4,713     188    24.7%
      Canada                                  10.8%     1,176      13    21.7%
      CEMEA                                    7.0%       432     159    17.6%
      LAC                                     29.4%     2,625     220    31.5%
      US                                      17.5%    21,749     331    11.0%
      Visa Inc.                               16.6%    30,695     911    19.5%

    Visa Credit Programs
      US                                      10.5%     7,757     123    10.8%
      Rest of World                           14.0%     7,254     113     7.3%
      Visa Inc.                               12.1%    15,011     237     9.1%

    Visa Debit Programs
      US                                      27.3%    13,992     207    11.2%
      Rest of World                           25.9%     1,692     467    30.2%
      Visa Inc.                               27.1%    15,684     674    23.7%



                        For the 12 Months Ended December 31, 2005
                                                      Cash
                                                      Trans-
                                             Growth   actions Accounts Cards
                                           (Constant  (mill-  (mill-   (mill-
                                              USD)     ions)   ions)    ions)

    All Visa Credit & Debit
      Asia Pacific                            19.6%    1,190     266      328
      Canada                                  11.0%       36      21       27
      CEMEA                                    9.4%    1,234      75       83
      LAC                                     18.6%    2,343     194      214
      US                                      11.0%    2,588     373      584
      Visa Inc.                               14.4%    7,392     929    1,236

    Visa Credit Programs
      US                                      10.8%      126     228      327
      Rest of World                            0.4%      339     264      304
      Visa Inc.                                5.4%      465     492      631

      Visa Debit Programs
      US                                      11.2%    2,462     144      257
      Rest of World                           20.5%    4,465     293      348
      Visa Inc.                               17.7%    6,927     437      605



    Footnote

    The preceding tables present Payments Volume, Cash Volume, Total Volume,
    the number of payments transactions, cash transactions, accounts and cards
    for cards carrying the Visa, Visa Electron and Interlink brands. Card
    counts include PLUS proprietary cards. Nominal and constant dollar growth
    rates over prior periods are provided for volume-based data.

    Payments Volume represents the aggregate dollar amount of purchases made
    with cards carrying the Visa, Visa Electron and Interlink brands for the
    relevant period; and Cash Volume represents the aggregate dollar amount of
    cash disbursements obtained with these cards for the relevant period and
    includes the impact of balance transfers and convenience checks; but
    excludes proprietary PLUS volume. Total Volume represents Payments Volume
    plus Cash Volume.

    Visa payment products are comprised of credit and debit programs, and data
    relating to each program is included in the tables. Debit programs include
    Visa's signature based and Interlink (PIN) debit programs.

    The data presented is reported quarterly by Visa's members on their
    operating certificates and is subject to verification by Visa. On
    occasion, members may update previously submitted information.

    Visa's CEMEA region is comprised of countries in Central Europe, the
    Middle East and Africa. Several European Union countries in Central
    Europe, Israel and Turkey are not included in CEMEA. LAC is comprised of
    countries in Central and South America and the Caribbean. Rest of World
    includes Asia Pacific, Canada, CEMEA and LAC.

    Information denominated in U.S. dollars is calculated by applying an
    established U.S. dollar/local currency exchange rate for each local
    currency in which Visa Inc. volumes are reported ("Nominal USD"). These
    exchange rates are calculated on a quarterly basis using the established
    exchange rate for each quarter. To eliminate the impact of foreign
    currency fluctuations against the U.S. dollar in measuring performance,
    Visa Inc. also reports period-over-period growth in Total Volume, Payments
    Volume and Cash Volume on the basis of local currency information
    ("Constant USD"). This presentation represents Visa's historical
    methodology which may be subject to review and refinement.



    2. Processed Transactions
    The table below represents transactions involving Visa, Visa Electron,
    Interlink and PLUS cards processed on Visa's networks.


                                         Processed
                                        Transactions        Year-over-Year
              Period                     (millions)            Growth
              ------                   -------------         -------------

          3 Months Ended
          --------------
          Sep 30, 2008                      9,590                11%
          Jun 30, 2008                      9,473                13%
          Mar 31, 2008                      8,800                15%
          Dec 31, 2007                      9,094                13%
          Sep 30, 2007                      8,645                12%
          Jun 30, 2007                      8,411                13%
          Mar 31, 2007                      7,645                12%
          Dec 31, 2006                      8,018                11%
          Sep 30, 2006                      7,722                 NA
          Jun 30, 2006                      7,441                 NA
          Mar 31, 2006                      6,828                 NA
          Dec 31, 2005                      7,212                 NA

          12 Months Ended
          ---------------
          Sep 30, 2008                     36,956                13%
          Sep 30, 2007                     32,720                12%
          Sep 30, 2006                     29,202                 NA

SOURCE Visa Inc.


http://investor.visa.com