News Details

Visa Inc. Reports Fiscal Second Quarter 2008 Earnings Results

04/28/2008

- GAAP net income of $314 million for the quarter

- Adjusted net income of $401 million for the quarter

- GAAP diluted class A common earnings per share of $0.39 for the quarter

- Adjusted diluted class A common earnings per share of $0.52 for the quarter

- Payment volume grew 19% over the prior year to $681 billion

SAN FRANCISCO, April 28 /PRNewswire-FirstCall/ -- Visa Inc. (NYSE: V) today announced financial results for our fiscal second quarter ended March 31, 2008. GAAP net income for the quarter was $314 million, or $0.39 per diluted class A common share. GAAP diluted class A common shares outstanding were 778 million. On an adjusted basis (reflective of a normalized tax rate and excluding litigation, restructuring and purchase amortization), net income for the quarter was $401 million, or $0.52 per diluted class A common share. Adjusted diluted class A common shares outstanding were 779 million.

Net operating revenue in the fiscal second quarter 2008 was $1.5 billion. Strong contributions were made by service fees, data processing fees, and international transaction fees as payment volumes and processed transactions rose across all regions worldwide.

"We are very pleased with our financial results for our first quarter as a public company. Despite a challenging economic environment, Visa recorded strong growth in payments volume and transactions globally and across our diverse suite of products -- a trend which is continuing into the fiscal third quarter," said Joseph Saunders, Visa's chairman and chief executive officer. "Our performance is a testament to Visa's business model and economic resiliency, as we continue to lead the migration from cash and checks to electronic payments."

"Visa is focused on growing our business globally by extending our industry-leading processing services, expanding our products to new geographies, and further strengthening our valuable relationships with financial institutions and merchants who are critical to our success," said Mr. Saunders.

Fiscal Second Quarter 2008 Financial Highlights:

Visa Inc. reports operational performance data on a trailing one quarter basis, based on information provided to the company from client financial institutions. This operational performance data, which includes payments volume for our clients, total volume, total payments transactions, and total cards carrying Visa brands, are in part the basis for financial results in the following quarter. For the period ending December 31, 2007, which impacts the March 2008 fiscal quarter, Visa's operational performance highlights include:

-- Payments volume grew 19% over the prior year to $681 billion;
-- Total volume, inclusive of cash volume was $1.1 trillion, an increase of 21% over the prior year;
-- Total cards carrying the Visa brands rose 16% worldwide to 1.6 billion over the prior year; and
-- Total payment transactions increased by 16% over the prior year to 11 billion.

Total processed transactions, which are based on current fiscal second quarter results on Visa's processing system, were 8.8 billion, a 15% increase over the prior year.

For the fiscal second quarter 2008, service fees were $792 million, up 29% over the prior year on a pro forma basis, and were recognized based on payment volume in the prior quarter. All other fee categories are recognized based on current quarter activity and are also compared on a pro forma basis. Data processing fees rose 34% over the prior year to $494 million. International transaction fees, which are driven by cross-border payments volume, grew 35% over the prior year to $379 million, as we continued to benefit from higher multi-currency payments volumes across all regions during the fiscal second quarter. Other revenue, which includes the Visa Europe licensing fee, was $126 million for the fiscal second quarter. Volume and incentive payments, which are contra revenue, were $338 million for the fiscal second quarter.

Total operating expenses were $1.1 billion for the fiscal second quarter, up 39% over the prior year on a pro forma basis. The increase in total operating expenses over the prior year was primarily driven by a $285 million provision for covered litigation. This amount is expected to be fully covered for Visa Inc. under the terms of the retrospective responsibility plan. Excluding this provision, operating expenses grew only 3% over the prior year on a pro forma basis.

Cash, cash equivalents, restricted cash, and available-for-sale investment securities were $8 billion at March 31, 2008, and includes $2.7 billion that we intend to use to redeem all of the series II and a portion of the series III class C shares in October 2008.

Other items for the second fiscal quarter ended March 31, 2008, included:
-- The Company funded the U.S. litigation escrow account with $3 billion of net proceeds from the initial public offering; and
-- A $945 million payment was made to American Express which was funded through the litigation escrow account as part of our legal settlement.

The Company's net income and earnings per share, excluding special items, are non-GAAP financial measures that are reconciled to their most directly comparable GAAP measure in the accompanying financial tables.

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 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. 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 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 intends to redeem in October 2008. The class C (series II) common stock is classified as temporary equity and the class C (series III) common stock is classified as a liability on the Company's consolidated balance sheet at March 31, 2008. Management believes this non-GAAP presentation provides the reader with a clearer understanding of our per share results by excluding those shares to be redeemed and allocating adjusted net income only to classes and series of common stock classified as permanent equity.

Fiscal Year-to-Date 2008 Results:

For the six months ended March 31, 2008, Visa Inc. reported GAAP net income of $738 million, or $0.93 per diluted class A common share. GAAP diluted class A common shares outstanding were 762 million.

On an adjusted basis, (reflective of a normalized tax rate and excluding litigation, restructuring, and purchase amortization) net income for the six months ended March 31, 2008, was $844 million, or $1.08 per diluted class A common share. Adjusted diluted class A common shares outstanding were 779 million.

Net operating revenue for the six months ended March 31, 2008, was $2.9 billion, up 24% over the prior year on a pro forma basis.

Total operating expenses were $1.9 billion for the six months ended March 31, 2008, up 21% over the prior year on a pro forma basis. The increase in total operating expenses over the prior year was primarily driven by a $285 million provision for covered litigation. This amount is expected to be fully covered for Visa Inc. under the terms of the retrospective responsibility plan. Excluding this provision, operating expenses grew only 3% over the prior year on a pro forma basis.

Financial Outlook:

Visa Inc.'s financial outlook over the next three years includes the following metrics:

-- Annual net revenue growth of 11% to 15%;
-- Annual adjusted operating margin (adjusted earnings before interest and taxes) in the low 40% range;
-- Annual adjusted diluted class A common earnings per share growth of 20% or greater; and
-- Annual free cash flow (cash flow from operations plus cash reimbursements from litigation escrow less capital spending) in excess of $1 billion.

This outlook reflects an assumed 41% percent GAAP tax rate for fiscal year 2008. Our intent is to reduce this rate to a level around 35-36% over the next five years.

Second Quarter Results Webcast Information

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 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.

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: (i) statements regarding certain of Visa's goals and expectations with respect to earnings per share, revenue, operating margin, and free cash flow, and the growth rate in those item, as well as other measures of economic performance, and (ii) statements relating to the benefits of the 2007 reorganization and the 2008 initial public offering.

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.

Contacts:

- Investor Relations: Jack Carsky or Victoria Hyde-Dunn, 415-932-2213, ir@visa.com

- Media Relations: Paul Cohen or Sandra Chu, 415-932-2564, globalmedia@visa.com

    Visa Inc.
    Consolidated Statements of Operations
    (unaudited)
                                                For the           For the
                                              three months      six months
                                             ended March 31,  ended March 31,

                                             2008     2007      2008    2007
                                            Actual Pro forma  Actual Pro forma
                                             (in millions)      (in millions)

    Operating Revenues

    Service fees                              $792    $614    $1,524   $1,191
    Data processing fees                       494     370       986      747
    Volume and support incentives             (338)   (187)     (588)    (323)
    International transaction fees             379     281       760      529
    Other revenues                             126     113       259      221
    Total operating revenues                 1,453   1,191     2,941    2,365

    Operating Expenses

    Personnel                                  289     269       572      542
    Network, EDP, and communications            78      69       161      137
    Advertising, marketing, and promotion      215     182       425      387
    Professional and consulting fees            96     136       194      237
    Depreciation and amortization               59      54       121      109
    Administrative and other                    75      74       149      150
    Litigation provision                       292      13       292       15
    Total operating expenses                 1,104     797     1,914    1,577

    Operating income                           349     394     1,027      788

    Other Income (Expense)
    Equity in earnings of unconsolidated
     affiliates                                -       -           1      -
    Interest expense                           (41)    (24)      (86)     (48)
    Investment income, net                      34      36        75       76
    Other                                       28     -          36      -
    Total other income (expense)                21      12        26       28

    Income before income taxes and
     minority interest                         370     406     1,053      816
    Income tax expense                          56     160       315      321

    Net income                                $314    $246      $738     $495


    Basic net income per share (1)
       Class A common stock                  $0.39             $0.93
       Class B common stock                  $0.37             $0.92
       Class C (series I) common stock       $0.39             $0.93
       Class C (series II) common stock      $0.30             $0.81
       Class C (series III and IV) common
        stock                                $0.39             $0.93
    Basic weighted average shares
     outstanding (1)                             (in thousands)
       Class A common stock                 63,800            31,726
       Class B common stock                415,280           420,866
       Class C (series I) common stock     255,313           256,675
       Class C (series II) common stock     35,311            31,587
       Class C (series III and IV) common
        stock                               57,725            60,258
    Diluted net income per share (1)
       Class A common stock                  $0.39             $0.93
       Class B common stock                  $0.37             $0.92
       Class C (series I) common stock       $0.39             $0.93
       Class C (series II) common stock      $0.30             $0.81
       Class C (series III and IV) common
        stock                                $0.39             $0.93
    Diluted weighted average shares
     outstanding (1)                             (in thousands)
       Class A common stock                777,738           762,374
       Class B common stock                415,280           420,866
       Class C (series I) common stock     255,313           256,675
       Class C (series II) common stock     35,311            31,587
       Class C (series III and IV) common
        stock                               57,725            60,258

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



    Visa Inc.
    Consolidated Balance Sheets
    (unaudited)

                                             March 31, 2008   October 1, 2007
                                                        (in millions)
    Assets

    Cash and cash equivalents                       $5,041            $1,278
    Restricted cash - litigation escrow              1,285                 -
    Restricted cash - tax escrow                       116                 -
    Investment securities, available-for-sale          598               842
    Settlement receivable                            1,157               587
    Accounts receivable                                321               318
    Customer collateral                                500               389
    Current portion of volume and support incentives   227               135
    Current portion of deferred tax assets             541               771
    Prepaid and other current assets                   300               381

    Total current assets                            10,086             4,701

    Restricted cash - litigation escrow                770                 -
    Investment securities, available-for-sale          194               743
    Volume and support incentives                       79                72
    Property, equipment, and technology, net         1,018               906
    Other assets                                       623               625
    Intangible assets                               10,883            10,883
    Goodwill                                        10,216             9,139

    Total assets                                   $33,869           $27,069


    Liabilities
    Accounts payable                                  $111              $164
    Settlement payable                                 916               644
    Customer collateral                                500               389
    Accrued compensation and benefits                  317               479
    Volume and support incentives                      305               294
    Accrued liabilities                                540               496
    Current portion of long-term debt                   72                84
    Current portion of accrued litigation            1,572             2,236
    Redeemable class C (series III) common
     stock, 35,263,585 shares outstanding            1,508                 -

    Total current liabilities                        5,841             4,786

    Long-term debt                                      40                40
    Accrued litigation                               1,349             1,446
    Deferred tax liabilities                         3,563             3,758
    Other liabilities                                  761               754

    Total liabilities                               11,554            10,784

    Temporary Equity
    Class C (series II) common stock,
     79,748,857 shares issued and outstanding        1,127                 -

    Total temporary equity                           1,127                 -

    Commitments and contingencies                        -                 -

    Stockholders' Equity
    Preferred stock, none issued                         -                 -
    Class A common stock, 447,889,803
     issued and outstanding                              -                 -
    Class B common stock, 245,513,385
     issued and outstanding                              -                 -
    Class C (series I) common stock,
     124,503,084 issued and outstanding                  -                 -
    Class C (series III) common stock,
     26,949,616 issued and outstanding                   -                 -
    Class C (series IV) common stock,
     549,587 issued and outstanding                      -                 -
    Additional paid-in capital                      20,970            16,785
    Accumulated income (deficit)                       223              (500)
    Accumulated other comprehensive loss                (5)                -
    Total equity                                    21,188            16,285

    Total liabilities, temporary equity and
     stockholders' equity                          $33,869           $27,069



    VISA INC.
    Consolidated Statements of Cash Flows
                                                         For the Six Months
                                                           Ended March 31,
                                                       2008            2007(1)
                                                            (in millions)
    Operating Activities

    Net income                                         $738              $385
    Adjustments to reconcile net income
     to net cash provided by operating activities:
           Depreciation and amortization
            of facilities, equipment, and software      121                57
           Amortization of intangibles, investments,
            debt issuance cost, accretion of member
            deposits, and asset retirement obligation     -                 6
           Share-based compensation                      19                 -
           Fair value adjustment for
            liability under the framework agreement     (36)                -
           Net recognized loss (gain) on investment
            securities, including other-than-
            temporary impairment                          8                (2)
           (Gain) loss on sale of assets                  -                 1
           Minority interest                              -                 1
           Amortization of volume and
            support incentives                          588               225
           Accrued litigation and accretion             370                51
           Equity in earnings of
            unconsolidated affiliates                    (1)              (25)
          Deferred income taxes                         124                 -
    Change in operating assets and liabilities:
           Accounts receivable                           (3)               (1)
           Settlement receivable                       (569)                5
           Volume and support incentives               (676)             (234)
           Other assets                                 (61)               21
           Accounts payable                             (54)              (55)
           Settlement payable                           273                (4)
           Accrued compensation and benefits           (154)              (34)
           Accrued and other liabilities                195                61
           Accrued litigation                        (1,131)               (1)
           Member deposits                               (3)              (71)

    Net cash provided by (used in)
     operating activities                              (252)              386

    Investing Activities

    Investment securities, available-for-sale:
          Purchases                                  (1,500)           (1,427)
          Proceeds from sales and maturities          2,279             1,222
    Cash acquired through reorganization              1,002                 -
    Contributions to joint ventures                       -                (1)
    Distribution from partnership investment              1                 -
    Purchases of property, equipment, and technology   (237)              (45)
    Proceeds from sale of property,
     equipment, and technology                            4                 -

    Net cash provided by (used in)
     investing activities                             1,549              (251)

    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                 -
    Payment to litigation escrow account
     - Retrospective Responsibility Plan             (3,000)                -
    Funding from litigation escrow account
     - Retrospective Responsibility Plan                945                 -
    Payment to tax escrow account -
     Income tax withheld on proceeds                   (116)                -
    Payment for redemption of common stock          (13,446)                -
    Principal payments on debt                          (12)              (17)
    Principal payments on capital lease obligations      (2)               (2)
    Net cash used in financing activities             3,469               (19)

    Increase in cash and cash equivalents             4,766               116
    Cash and cash equivalents at
     beginning of year                                  275               270

    Cash and cash equivalents at end of year         $5,041              $386

Note: (1) Historical balances represent balances for Visa U.S.A. Inc., deemed the accounting acquirer in the business combination.

    Supplemental Disclosure of Cash Flow
     Information

               Income taxes paid, net of refunds       $250              $177
               (Decrease) increase in accounts
                payable and accrued and other
                liabilities related to purchases of
                property, equipment, and technology,
                net                                    $(10)             $(15)
               Interest payments on debt                 $4                $2
               Common stock issued in acquisition   $17,935                $-



               Pro Forma Fiscal 2007 Results of Operations (1)
                                (in millions)

                                               For the three     For the six
                                                Months Ended     Months Ended
                                               March 31, 2007   March 31, 2007


    Operating Revenues

    Service fees                                      $614             $1,191
    Data processing fees                               370                747
    Volume and support incentives                     (187)              (323)
    International transaction fees                     281                529
    Other revenues                                     113                221
       Total operating revenues                      1,191              2,365

    Operating Expenses

    Personnel                                          269                542
    Network, EDP, and communications                    69                137
    Advertising, marketing, and promotion              182                387
    Professional and consulting fees                   136                237
    Depreciation and amortization                       54                109
    Administrative and other                            74                150
    Litigation provision                                13                 15
       Total operating expenses                        797              1,577
    Operating income                                   394                788

    Other Income (Expense)
    Interest expense                                   (24)               (48)
    Investment income, net                              36                 76
       Total other income                               12                 28

    Income before income taxes and minority interest   406                816
    Income tax expense                                 160                321

    Net income                                        $246               $495


    (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 data
        have been prepared in accordance with Statement of Financial
        Accounting Standards, or SFAS, No. 141, "Business Combinations."




            Pro Forma Fiscal 2007 Quarterly Results of Operations
                                (in millions)

    The quarterly pro forma statements of operations data set forth below for
    fiscal 2007 give effect to the reorganization as if it had occurred on
    October 1, 2006. These pro forma statements of operations data have been
    prepared in accordance with Statement of Financial Accounting Standards,
    or SFAS, No. 141, "Business Combinations."

                                                                       Actual
                                                                       Fiscal
                                                                        2008
                                                                      Quarter
                                Pro Forma Fiscal 2007 Quarter Ended    Ended

                               December   March     June   September  December
                               31, 2006  31, 2007 30, 2007  30, 2007  31, 2007

    Operating Revenues
    Card Service Fees             $577      $614     $661      $730      $732
    Data Processing Fees           377       370      449       463       492
    Volume and Support Incentives (136)     (187)    (175)     (216)     (250)
    International Transaction Fees 247       281      311       353       381
    Other Revenues                 108       113      119       133       133

    Total Operating Revenues     1,173     1,191    1,365     1,463     1,488

    Operating Expenses
    Personnel                      273       269      293       324       283
    Network, EDP, and
     Communications                 68        69       77        80        83
    Advertising, Marketing, and
     Promotion                     205       182      245       443       210
    Professional and
     Consulting Fees               101       136      159       157        98
    Depreciation and amortization   55        54       55        63        62
    Administrative and Other        76        74       93       105        74
    Litigation Obligation Provision  2        13       (1)    2,638         -

    Total Operating Expenses       780       797      921     3,810       810

    Operating Income               393       394      444    (2,347)      678

    Other Income (Expenses)
    Interest Income(Expense)       (23)      (24)     (25)      (24)      (45)
    Investment Income, net          40        36       56        65        42
    Other                            -         -        8         0         8

    Total Other Income (Expense)    17        12       39        41         5

    Income Before Income Taxes     410       406      483    (2,306)      683
    Income Tax Expense/(Benefit)   161       160      184      (652)      259

    Net Income                    $249      $246     $299   $(1,654)     $424



     Reconciliation of Non-GAAP Adjusted Operating Income and Net Income
                                (in millions)

                                                       Pro Forma    Pro Forma
                                                       For the      For the
                         For the Three   For the Six   Three Months Six Months
                         Months Ended    Months Ended  Ended        Ended
                           March 31,       March 31,   March 31,    March 31,
                              2008          2008         2007          2007

    Net income (as reported)  $314          $738         $246         495
      Addback: Income tax
       expense                  56           315          160           321
    Net income before taxes
     and minority interest
     (as reported)            $370        $1,053         $406        $816

    Adjustments:
      Covered litigation
       reserve (1)             285           285            -             -
      Restructuring (2)         19            55           36            47
      Asset step-up
       amortization (3)         17            34           17            34
      Adjustments to operating
       income                  321           374           53            81

      Interest accretion on
       American  Express
       settlement (4)           23            46            -             -
      Investment income on
       IPO proceeds (5)         (7)           (7)           -             -
      Underwater contract
       (LIBOR Adjustment) (6)  (28)          (36)           -             -
      Adjustments to
       non-operating income    (12)            3            -             -

    Total Adjustments          309           377           53            81

    Adjusted net income
     before tax                679         1,430          459         897
    Adjusted income tax
     expense(7)               (278)         (586)        (188)         (368)

    Adjusted net income       $401          $844         $271          $529

    Operating income
     (as reported)            $349        $1,027         $394           788
      Addback: Adjustments to
       operating income        321           374           53            81
    Adjusted operting income  $670        $1,401         $447          $869
    Operating revenues
     (as reported)          $1,453        $2,941       $1,191         2,365
    Adjusted operating margin  46%           48%          38%           37%
    Total operating expenses
     (as reported)          $1,104        $1,914         $797        $1,577
      Less: Adjustments to
       operating expenses     (321)         (374)         (53)          (81)
    Adjusted operating
     expenses                 $783        $1,540         $744        $1,496


     (1)  Litigation expense recorded in the period related to the covered
          litigation. Settlements of, or judgments in, the covered litigation
          will 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)  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 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 income recorded in the period as a result of a reduction in
          the Company's estimated liability under the Framework Agreement,
          which governs its relationship with Visa Europe. This reduction was
          a result of lower LIBOR rates in the period. This liability will not
          continue after the October 2008 redemptions described above.

     (7)  Reflects a normalized tax rate of 41%.

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

                                             For the Three     For the Six
                                              Months Ended     Months Ended
                                             March 31, 2008   March 31, 2008
                                                     (in millions)

    Weighted Average Shares Outstanding - GAAP      778              762
       Class A Shares (1)                           383              415
       Class B Shares (2)                          (226)            (238)
       Class C Shares (3)                          (161)            (165)
       Class A Share Equivalents (4)                  5                5
                             Share Adjustments        1               17

    Adjusted Weighted Average Shares
     Outstanding - Non GAAP                         779              779


    (1)  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 the beginning of each period presented.

    (2)  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 the beginning of each period presented.

    (3)  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 the beginning of
         each period presented.

    (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,
         applying the treasury method.  In the calculation of the adjusted
         weighted average shares outstanding, these shares are weighted to
         assume the issuance of these awards at the beginning of each period
         presented. The assumed number of shares underlying stock options
         assumed issued for adjusted non-GAAP purposes assumes the repurchase
         of shares at the share price on March 31, 2008 of $62.36.



           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 and initial public offering. These measures also adjust for expenses related to covered litigation that will 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 intends to redeem in October 2008. The class C (series II) common stock is classified as temporary equity and the class C (series III) common stock is classified as a liability on the Company's consolidated balance sheet at March 31, 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 Six
                                              Months Ended     Months Ended
                                             March 31, 2008   March 31, 2008
                                          (in millions, except per share data)

    Adjusted net income                            $401             $844

    Adjusted weighted average number of
     diluted shares outstanding                     779              779

    Adjusted diluted earnings per share           $0.52            $1.08



                         Operational Performance Data

The tables below provide information regarding the operational results for the 3 months ended December 31, 2007, as well as the prior eight 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 December 31, 2007

                  Total                   Payments                   Payments
                 Volume  Growth    Growth  Volume   Growth   Growth   Trans-
                   ($   (Nominal (Constant  ($     (Nominal (Constant actions
                billions) USD)      USD)  billions)  USD)     USD)  (millions)

    All Visa Credit
     & Debit
       Asia Pacific  241   28.4%    23.0%    158    24.3%    19.6%     1,931
       Canada         51   29.3%    13.6%     45    28.5%    12.8%       382
       CEMEA         115   43.8%    38.9%     18    44.1%    40.1%       235
       LAC           145   33.3%    21.3%     47    44.1%    30.5%     1,132
       US            514   11.3%    11.3%    413    12.4%    12.4%     7,416
       Visa Inc.   1,067   21.5%    17.8%    681    18.5%    15.8%    11,097

       Visa Credit
        Programs
          US         253    8.8%     8.8%    218     9.7%     9.7%     2,462
          Rest of
           World     272   26.7%    19.5%    232    27.3%    19.7%     2,863
          Visa Inc.  524   17.4%    14.1%    450    18.1%    14.6%     5,325

       Visa Debit
        Programs
          US         261   13.9%    13.9%    195    15.6%    15.6%     4,955
          Rest of
           World     281   39.1%    29.8%     36    43.5%    32.9%       817
          Visa Inc.  542   25.7%    21.6%    231    19.2%    18.0%     5,772


                        Cash                       Cash
                       Volume  Growth    Growth   Trans-
                         ($   (Nominal (Constant actions   Accounts   Cards
                      billions) USD)      USD)  (millions)(millions)(millions)

    All Visa Credit
     & Debit
       Asia Pacific         83   36.9%    29.9%      452      368      446
       Canada                6   36.5%    19.9%        9       23       31
       CEMEA                97   43.8%    38.7%      590      139      147
       LAC                  99   28.8%    17.4%      757      284      307
       US                  101    7.1%     7.1%      730      476      686
       Visa Inc.           386   27.1%    21.6%    2,539    1,290    1,616

       Visa Credit Programs
          US                35    3.9%     3.9%       33      259      365
          Rest of World     40   23.2%    18.5%      136      372      431
          Visa Inc.         75   13.3%    11.2%      169      631      796

       Visa Debit Programs
          US                66    8.9%     8.9%      698      217      321
          Rest of World    245   38.5%    29.4%    1,672      442      500
          Visa Inc.        311   30.9%    24.4%    2,369      659      820



                           For the 3 Months Ended September 30, 2007

                  Total                   Payments                   Payments
                 Volume  Growth    Growth  Volume   Growth   Growth   Trans-
                   ($   (Nominal (Constant  ($     (Nominal (Constant actions
                billions) USD)      USD)  billions)  USD)     USD)  (millions)

    All Visa Credit
     & Debit
       Asia Pacific  215   25.6%    19.6%    140    22.1%    16.8%     1,796
       Canada         47   22.7%    12.9%     42    21.4%    11.8%       362
       CEMEA         101   43.0%    38.4%     15    39.0%    35.1%       211
       LAC           121   26.7%    19.0%     38    38.5%    29.6%     1,004
       US            489    9.6%     9.6%    388    10.7%    10.7%     7,033
       Visa Inc.     972   18.4%    15.5%    623    15.8%    13.6%    10,405

       Visa Credit
        Programs
          US         240    6.7%     6.7%    206     8.5%     8.5%     2,314
          Rest of
           World     243   22.5%    16.4%    206    23.6%    17.2%     2,654
          Visa Inc.  483   14.1%    11.4%    412    15.6%    12.7%     4,968

       Visa Debit
        Programs
          US         249   12.6%    12.6%    182    13.3%    13.3%     4,719
          Rest of
           World     241   36.0%    28.5%     29    39.6%    31.1%       718
          Visa Inc.  489   23.0%    19.9%    212    16.4%    15.5%     5,437


                        Cash                       Cash
                       Volume  Growth    Growth   Trans-
                         ($   (Nominal (Constant actions   Accounts   Cards
                      billions) USD)      USD)  (millions)(millions)(millions)

    All Visa Credit
     & Debit
       Asia Pacific         74   32.8%    25.1%      417      348      422
       Canada                6   33.0%    22.5%        9       23       31
       CEMEA                85   43.8%    39.0%      545      125      136
       LAC                  83   21.9%    14.6%      691      267      289
       US                  101    5.6%     5.6%      730      442      643
       Visa Inc.           349   23.3%    19.0%    2,392    1,205    1,522

       Visa Credit Programs
          US                35   -2.9%    -2.9%       34      254      358
          Rest of World     37   16.4%    12.0%      128      353      410
          Visa Inc.         71    6.2%     4.2%      162      607      769

       Visa Debit Programs
          US                67   10.7%    10.7%      696      188      285
          Rest of World    211   35.5%    28.2%    1,534      409      468
          Visa Inc.        278   28.6%    23.5%    2,230      597      753



                            For the 3 Months Ended June 30, 2007

                  Total                   Payments                   Payments
                 Volume  Growth    Growth  Volume   Growth   Growth   Trans-
                   ($   (Nominal (Constant  ($     (Nominal (Constant actions
                billions) USD)      USD)  billions)  USD)     USD)  (millions)

    All Visa Credit
     & Debit
       Asia Pacific  201   20.6%    16.3%    132    19.9%    16.7%     1,708
       Canada         45   18.2%    12.0%     40    17.4%    11.3%       352
       CEMEA          90   38.7%    37.0%     14    32.4%    32.8%       197
       LAC           114   32.5%    19.1%     35    42.2%    28.2%       945
       US            484    9.5%     9.5%    385    10.4%    10.4%     6,903
       Visa Inc.     934   17.1%    14.4%    606    14.7%    13.1%    10,104

       Visa Credit
        Programs
          US         235    6.4%     6.4%    203     8.3%     8.3%     2,251
          Rest of
           World     228   19.8%    15.8%    194    21.2%    16.8%     2,519
          Visa Inc.  464   12.6%    10.8%    396    14.3%    12.3%     4,770

       Visa Debit
        Programs
          US         248   12.7%    12.7%    183    12.7%    12.7%     4,652
          Rest of
           World     222   34.2%    25.1%     27    39.7%    29.9%       682
          Visa Inc.  470   21.9%    18.3%    210    15.6%    14.6%     5,334


                        Cash                       Cash
                       Volume  Growth    Growth   Trans-
                         ($   (Nominal (Constant actions   Accounts   Cards
                      billions) USD)      USD)  (millions)(millions)(millions)

    All Visa Credit
     & Debit
       Asia Pacific         69   21.9%    15.5%      373      336      412
       Canada                5   24.5%    18.0%        9       22       30
       CEMEA                76   39.9%    37.8%      508      121      124
       LAC                  79   28.6%    15.4%      669      257      281
       US                   98    6.5%     6.5%      720      419      617
       Visa Inc.           327   21.8%    17.0%    2,279    1,155    1,465

       Visa Credit Programs
          US                33   -4.3%    -4.3%       32      246      345
          Rest of World     35   12.6%    10.2%      120      339      394
          Visa Inc.         67    3.7%     2.6%      152      584      739

       Visa Debit Programs
          US                66   12.8%    12.8%      688      174      272
          Rest of World    195   33.5%    24.5%    1,439      397      454
          Visa Inc.        260   27.6%    21.3%    2,127      571      726



                            For the 3 Months Ended March 31, 2007

                  Total                   Payments                   Payments
                 Volume  Growth    Growth  Volume   Growth   Growth   Trans-
                   ($   (Nominal (Constant  ($     (Nominal (Constant actions
                billions) USD)      USD)  billions)  USD)     USD)  (millions)

    All Visa Credit
     & Debit
       Asia Pacific  189   23.1%    18.7%    126    20.8%    17.1%     1,599
       Canada         36   10.3%    11.8%     31     9.2%    10.7%       309
       CEMEA          81   44.8%    45.2%     12    35.3%    41.7%       183
       LAC           104   19.4%    19.9%     31    25.9%    25.8%       904
       US            440    9.1%     9.1%    347     8.9%     8.9%     6,260
       Visa Inc.     850   16.1%    15.3%    548    12.9%    12.3%     9,255

       Visa Credit
        Programs
          US         214    7.8%     7.8%    181     8.0%     8.0%     2,021
          Rest of
           World     208   17.1%    15.4%    177    18.5%    16.7%     2,343
          Visa Inc.  423   12.2%    11.4%    357    13.0%    12.1%     4,364

       Visa Debit
        Programs
          US         226   10.4%    10.4%    166    10.0%    10.0%     4,239
          Rest of
           World     201   33.4%    31.5%     24    35.3%    33.8%       652
          Visa Inc.  427   20.1%    19.4%    190    12.7%    12.6%     4,890


                        Cash                       Cash
                       Volume  Growth    Growth   Trans-
                         ($   (Nominal (Constant actions   Accounts   Cards
                      billions) USD)      USD)  (millions)(millions)(millions)

    All Visa Credit
     & Debit
       Asia Pacific         63   28.1%    22.2%      382      321      397
       Canada                4   19.1%    20.7%        9       22       30
       CEMEA                68   46.6%    45.9%      477      117      122
       LAC                  72   16.8%    17.6%      658      251      271
       US                   94    9.8%     9.8%      698      412      607
       Visa Inc.           302   22.3%    21.2%    2,224    1,124    1,426

       Visa Credit Programs
          US                33    7.0%     7.0%       30      243      341
          Rest of World     32    9.8%     8.6%      105      322      375
          Visa Inc.         65    8.3%     7.8%      135      565      716

       Visa Debit Programs
          US                60   11.4%    11.4%      668      170      266
          Rest of World    176   33.1%    31.2%    1,421      389      444
          Visa Inc.        237   26.8%    25.6%    2,089      559      710



                          For the 3 Months Ended December 31, 2006

                  Total                   Payments                   Payments
                 Volume  Growth    Growth  Volume   Growth   Growth   Trans-
                   ($   (Nominal (Constant  ($     (Nominal (Constant actions
                billions) USD)      USD)  billions)  USD)     USD)  (millions)

    All Visa Credit
     & Debit
       Asia Pacific  188   21.9%    15.9%    127    21.1%    15.8%     1,600
       Canada         40   11.1%    11.3%     35    10.1%    10.3%       344
       CEMEA          80   43.0%    40.7%     12    32.2%    34.2%       175
       LAC           109   22.2%    17.5%     33    30.4%    25.3%       911
       US            462    8.3%     8.3%    367     8.1%     8.1%     6,544
       Visa Inc.     878   15.4%    13.6%    574    12.4%    11.3%     9,573

       Visa Credit
        Programs
          US         232    7.7%     7.7%    199     7.7%     7.7%     2,270
          Rest of
           World     214   17.9%    14.1%    182    19.2%    15.4%     2,371
          Visa Inc.  447   12.4%    10.8%    381    12.9%    11.4%     4,640

       Visa Debit
        Programs
          US         230    8.9%     8.9%    169     8.5%     8.5%     4,275
          Rest of
           World     202   32.0%    26.3%     25    36.0%    30.6%       658
          Visa Inc.  431   18.6%    16.7%    194    11.4%    11.1%     4,933


                        Cash                       Cash
                       Volume  Growth    Growth   Trans-
                         ($   (Nominal (Constant actions   Accounts   Cards
                      billions) USD)      USD)  (millions)(millions)(millions)

    All Visa Credit
     & Debit
       Asia Pacific         61   23.7%    16.0%      381      308      381
       Canada                4   19.8%    20.0%        9       22       30
       CEMEA                68   45.1%    41.9%      470      104      112
       LAC                  77   19.0%    14.5%      687      241      262
       US                   95    9.2%     9.2%      698      406      604
       Visa Inc.           304   21.4%    18.2%    2,245    1,081    1,388

       Visa Credit Programs
          US                34    7.7%     7.7%       32      240      345
          Rest of World     32   11.4%     7.2%      107      314      363
          Visa Inc.         66    9.5%     7.5%      140      554      709

       Visa Debit Programs
          US                61   10.0%    10.0%      666      166      259
          Rest of World    177   31.4%    25.7%    1,440      361      421
          Visa Inc.        238   25.2%    21.5%    2,105      527      680



                         For the 3 Months Ended September 30, 2006

                  Total                   Payments                   Payments
                 Volume  Growth    Growth  Volume   Growth   Growth   Trans-
                   ($   (Nominal (Constant  ($     (Nominal (Constant actions
                billions) USD)      USD)  billions)  USD)     USD)  (millions)

    All Visa Credit
     & Debit
       Asia Pacific  171   16.8%    15.0%    115    17.5%    16.3%     1,508
       Canada         38   17.1%    11.0%     34    16.4%    10.4%       330
       CEMEA          70   38.9%    40.1%     11    29.6%    35.2%       157
       LAC            95   20.7%    18.1%     27    27.9%    25.0%       810
       US            446   11.6%    11.6%    350    11.1%    11.1%     6,230
       Visa Inc.     821   15.9%    15.1%    538    13.9%    13.3%     9,036

       Visa Credit
        Programs
          US         225    9.6%     9.6%    190     9.0%     9.0%     2,149
          Rest of
           World     198   16.6%    14.4%    167    17.9%    15.8%     2,243
          Visa Inc.  423   12.8%    11.9%    356    13.0%    12.2%     4,392

       Visa Debit
        Programs
          US         221   13.8%    13.8%    161    13.7%    13.7%     4,081
          Rest of
           World     177   27.4%    25.2%     21    32.2%    30.7%       563
          Visa Inc.  398   19.5%    18.7%    182    15.6%    15.6%     4,644


                        Cash                       Cash
                       Volume  Growth    Growth   Trans-
                         ($   (Nominal (Constant actions   Accounts   Cards
                      billions) USD)      USD)  (millions)(millions)(millions)

    All Visa Credit
     & Debit
       Asia Pacific         56   15.4%    12.3%      360      298      367
       Canada                4   23.4%    17.0%        9       22       29
       CEMEA                59   40.8%    41.1%      424       94      104
       LAC                  68   18.0%    15.5%      643      228      248
       US                   96   13.6%    13.6%      733      398      599
       Visa Inc.           283   20.0%    18.7%    2,169    1,041    1,347

       Visa Credit Programs
          US                36   13.1%    13.1%       34      242      351
          Rest of World     31   10.0%     7.5%      102      297      346
          Visa Inc.         67   11.6%    10.3%      136      539      696

       Visa Debit Programs
          US                60   14.0%    14.0%      699      156      249
          Rest of World    156   26.8%    24.5%    1,334      346      402
          Visa Inc.        216   22.9%    21.5%    2,033      502      651



                           For the 3 Months Ended June 30, 2006

                  Total                   Payments                   Payments
                 Volume  Growth    Growth  Volume   Growth   Growth   Trans-
                   ($   (Nominal (Constant  ($     (Nominal (Constant actions
                billions) USD)      USD)  billions)  USD)     USD)  (millions)

    All Visa Credit
     & Debit
       Asia Pacific  167   17.9%    18.1%    110    15.9%    16.6%     1,416
       Canada         38   23.5%    12.3%     34    23.0%    11.8%       322
       CEMEA          65   43.5%    42.2%     10    35.5%    35.9%       147
       LAC            86   21.4%    20.9%     25    29.3%    27.9%       769
       US            441   14.8%    14.8%    349    15.7%    15.7%     6,158
       Visa Inc.     797   18.5%    17.9%    528    17.1%    16.5%     8,812

       Visa Credit
        Programs
          US         221   11.5%    11.5%    187    12.1%    12.1%     2,091
          Rest of
           World     191   16.7%    14.9%    160    18.4%    16.5%     2,126
          Visa Inc.  412   13.8%    13.0%    347    14.9%    14.1%     4,216

       Visa Debit
        Programs
          US         220   18.3%    18.3%    162    20.2%    20.2%     4,068
          Rest of
           World     165   32.1%    30.5%     19    33.9%    32.7%       528
          Visa Inc.  386   23.8%    23.4%    182    21.5%    21.5%     4,596


                        Cash                       Cash
                       Volume  Growth    Growth   Trans-
                         ($   (Nominal (Constant actions   Accounts   Cards
                      billions) USD)      USD)  (millions)(millions)(millions)

    All Visa Credit
     & Debit
       Asia Pacific         56   22.0%    20.9%      353      287      354
       Canada                4   27.4%    15.8%        9       21       28
       CEMEA                55   45.2%    43.4%      407       86       95
       LAC                  61   18.5%    18.3%      620      219      236
       US                   92   11.4%    11.4%      710      390      611
       Visa Inc.           269   21.2%    20.5%    2,098    1,003    1,324

       Visa Credit Programs
          US                34    8.3%     8.3%       32      236      344
          Rest of World     31    8.5%     6.8%       97      283      329
          Visa Inc.         65    8.4%     7.6%      129      519      672

       Visa Debit Programs
          US                58   13.3%    13.3%      677      153      268
          Rest of World    146   31.9%    30.2%    1,291      330      384
          Visa Inc.        204   26.0%    25.1%    1,969      484      652



                          For the 3 Months Ended March 31, 2006

                  Total                   Payments                   Payments
                 Volume  Growth    Growth  Volume   Growth   Growth   Trans-
                   ($   (Nominal (Constant  ($     (Nominal (Constant actions
                billions) USD)      USD)  billions)  USD)     USD)  (millions)

    All Visa Credit
     & Debit
       Asia Pacific  154   12.2%    16.0%    104    11.9%    16.3%     1,302
       Canada         32   18.0%    13.5%     29    18.4%    13.8%       282
       CEMEA          56   38.8%    41.7%      9    28.8%    31.7%       126
       LAC            87   37.6%    21.3%     25    45.7%    28.6%       742
       US            403   16.1%    16.1%    318    17.6%    17.6%     5,687
       Visa Inc.     732   19.0%    18.2%    485    17.7%    17.8%     8,140

       Visa Credit
        Programs
          US         199   11.7%    11.7%    167    12.7%    12.7%     1,884
          Rest of
           World     178   14.1%    15.0%    149    16.0%    16.9%     1,962
          Visa Inc.  376   12.8%    13.2%    316    14.2%    14.6%     3,847

       Visa Debit
        Programs
          US         205   20.8%    20.8%    151    23.6%    23.6%     3,802
          Rest of
           World     151   34.8%    28.3%     18    37.2%    31.0%       491
          Visa Inc.  356   26.4%    23.9%    169    24.9%    24.3%     4,293


                        Cash                       Cash
                       Volume  Growth    Growth   Trans-
                         ($   (Nominal (Constant actions   Accounts   Cards
                      billions) USD)      USD)  (millions)(millions)(millions)

    All Visa Credit
     & Debit
       Asia Pacific         49   12.7%    15.2%      327      276      341
       Canada                4   15.4%    10.9%        9       21       27
       CEMEA                47   41.0%    43.7%      357       82       89
       LAC                  62   34.5%    18.6%      600      204      225
       US                   85   11.0%    11.0%      662      383      606
       Visa Inc.           247   21.7%    18.9%    1,955      966    1,288

       Visa Credit Programs
          US                31    6.7%     6.7%       30      232      338
          Rest of World     29    5.3%     6.1%       88      273      315
          Visa Inc.         60    6.1%     6.4%      118      505      653

       Visa Debit Programs
          US                54   13.6%    13.6%      632      151      268
          Rest of World    133   34.5%    28.0%    1,205      311      367
          Visa Inc.        187   27.7%    23.5%    1,837      462      635



                         For the 3 Months Ended December 31, 2005

                  Total                   Payments                   Payments
                 Volume  Growth    Growth  Volume   Growth   Growth   Trans-
                   ($   (Nominal (Constant  ($     (Nominal (Constant actions
                billions) USD)      USD)  billions)  USD)     USD)  (millions)

    All Visa Credit
     & Debit
       Asia Pacific  154   12.9%    15.3%    105    12.0%    14.4%     1,290
       Canada         36   17.9%    10.7%     32    17.8%    10.6%       316
       CEMEA          56   37.7%    43.5%      9    31.2%    38.6%       127
       LAC            89   31.1%    20.1%     25    38.9%    28.3%       758
       US            426   16.1%    16.1%    340    17.4%    17.4%     5,983
       Visa Inc.     761   18.4%    17.8%    511    17.3%    17.1%     8,475

       Visa Credit
        Programs
          US         215   10.5%    10.5%    184    11.2%    11.2%     2,128
          Rest of
           World     182   13.1%    12.7%    153    15.1%    14.6%     1,991
          Visa Inc.  397   11.7%    11.5%    337    12.9%    12.8%     4,119

       Visa Debit
        Programs
          US         211   22.3%    22.3%    155    25.6%    25.6%     3,855
          Rest of
           World     153   33.6%    29.4%     18    39.7%    35.1%       500
          Visa Inc.  364   26.8%    25.4%    174    27.0%    26.6%     4,356


                        Cash                       Cash
                       Volume  Growth    Growth   Trans-
                         ($   (Nominal (Constant actions   Accounts   Cards
                      billions) USD)      USD)  (millions)(millions)(millions)

    All Visa Credit
     & Debit
       Asia Pacific         49   14.8%    17.3%      329      266      328
       Canada                4   19.1%    11.8%        9       21       27
       CEMEA                47   39.1%    44.4%      358       75       83
       LAC                  64   28.3%    17.2%      632      194      214
       US                   87   11.3%    11.3%      674      373      584
       Visa Inc.           250   20.7%    19.2%    2,002      929    1,236

       Visa Credit Programs
          US                31    6.7%     6.7%       32      228      327
          Rest of World     29    3.5%     3.2%       90      264      304
          Visa Inc.         60    5.1%     4.9%      121      492      631

       Visa Debit Programs
          US                55   14.0%    14.0%      642      144      257
          Rest of World    135   32.8%    28.7%    1,239      293      348
          Visa Inc.        190   26.7%    24.4%    1,881      437      605



                         For the 12 Months Ended December 31, 2007

                  Total                   Payments                   Payments
                 Volume  Growth    Growth  Volume   Growth   Growth   Trans-
                   ($   (Nominal (Constant  ($     (Nominal (Constant actions
                billions) USD)      USD)  billions)  USD)     USD)  (millions)

    All Visa Credit
     & Debit
       Asia Pacific  846   24.6%    19.5%    556    21.9%    17.6%     7,034
       Canada        179   20.6%    12.7%    158    19.6%    11.7%     1,404
       CEMEA         386   42.6%    39.6%     59    38.1%    37.4%       827
       LAC           485   28.3%    19.9%    152    38.1%    28.7%     3,984
       US          1,927    9.9%     9.9%  1,533    10.7%    10.7%    27,612
       Visa Inc.   3,822   18.4%    15.8%  2,458    15.6%    13.8%    40,860

       Visa Credit
        Programs
          US         942    7.5%     7.5%    807     8.7%     8.7%     9,048
          Rest of
           World     951   21.8%    16.9%    808    22.9%    17.7%    10,379
          Visa
           Inc.    1,894   14.2%    12.0%  1,615    15.4%    13.0%    19,427

       Visa Debit
        Programs
          US         985   12.4%    12.4%    726    13.0%    13.0%    18,564
          Rest of
           World     944   35.9%    28.7%    117    39.9%    31.9%     2,869
          Visa
           Inc.    1,929   22.8%    19.9%    843    16.1%    15.3%    21,433


                        Cash                       Cash
                       Volume  Growth    Growth   Trans-
                         ($   (Nominal (Constant actions   Accounts   Cards
                      billions) USD)      USD)  (millions)(millions)(millions)

    All Visa Credit
     & Debit
       Asia Pacific        289   30.1%    23.3%    1,624      368      446
       Canada               21   28.6%    20.2%       37       23       31
       CEMEA               327   43.4%    40.0%    2,120      139      147
       LAC                 333   24.2%    16.3%    2,775      284      307
       US                  394    7.2%     7.2%    2,877      476      686
       Visa Inc.         1,364   23.8%    19.7%    9,433    1,290    1,616

       Visa Credit Programs
          US               136    0.7%     0.7%      129      259      365
          Rest of World    143   15.7%    12.5%      490      372      431
          Visa Inc.        278    7.9%     6.4%      618      631      796

       Visa Debit Programs
          US               259   10.9%    10.9%    2,749      217      321
          Rest of World    827   35.4%    28.3%    6,066      442      500
          Visa Inc.      1,086   28.6%    23.7%    8,815      659      820



                         For the 12 Months Ended December 31, 2006

                  Total                   Payments                   Payments
                 Volume  Growth    Growth  Volume   Growth   Growth   Trans-
                   ($   (Nominal (Constant  ($     (Nominal (Constant actions
                billions) USD)      USD)  billions)  USD)     USD)  (millions)

    All Visa Credit
     & Debit
       Asia Pacific  679   17.3%    16.2%    457    16.7%    16.3%     5,827
       Canada        148   17.1%    11.9%    132    16.6%    11.4%     1,278
       CEMEA         271   41.2%    41.1%     43    31.5%    34.4%       605
       LAC           378   24.8%    19.2%    110    32.7%    26.5%     3,233
       US          1,753   12.5%    12.5%  1,385    12.8%    12.8%    24,619
       Visa Inc.   3,228   17.1%    16.0%  2,126    15.1%    14.5%    35,561

       Visa Credit
        Programs
          US         877   10.0%    10.0%    742    10.2%    10.2%     8,394
          Rest of
           World     781   16.4%    14.6%    658    17.9%    16.1%     8,702
          Visa
           Inc.    1,658   12.9%    12.2%  1,400    13.7%    13.0%    17,096

       Visa Debit
        Programs
          US         876   15.1%    15.1%    642    16.0%    16.0%    16,225
          Rest of
           World     695   31.4%    27.4%     84    34.8%    31.2%     2,240
          Visa
           Inc.    1,570   21.8%    20.4%    726    17.9%    17.7%    18,466


                        Cash                       Cash
                       Volume  Growth    Growth   Trans-
                         ($   (Nominal (Constant actions   Accounts   Cards
                      billions) USD)      USD)  (millions)(millions)(millions)

    All Visa Credit
     & Debit
       Asia Pacific        222   18.6%    16.0%    1,421      308      381
       Canada               16   21.5%    16.2%       36       22       30
       CEMEA               228   43.1%    42.4%    1,657      104      112
       LAC                 268   21.9%    16.5%    2,550      241      262
       US                  368   11.3%    11.3%    2,803      406      604
       Visa Inc.         1,102   21.1%    19.0%    8,468    1,081    1,388

       Visa Credit Programs
          US               135    9.0%     9.0%      129      240      345
          Rest of World    123    8.9%     6.9%      394      314      363
          Visa Inc.        258    8.9%     8.0%      523      554      709

       Visa Debit Programs
          US               233   12.7%    12.7%    2,674      166      259
          Rest of World    611   31.0%    26.9%    5,270      361      421
          Visa Inc.        844   25.3%    22.8%    7,945      527      680



                          For the 12 Months Ended December 31, 2005

                  Total                   Payments                   Payments
                 Volume  Growth    Growth  Volume   Growth   Growth   Trans-
                   ($   (Nominal (Constant  ($     (Nominal (Constant actions
                billions) USD)      USD)  billions)  USD)     USD)  (millions)

    All Visa Credit
     & Debit
       Asia Pacific  579   21.3%    16.0%    391    19.8%    14.4%     4,713
       Canada        126   21.3%    10.9%    113    21.2%    10.9%     1,176
       CEMEA         192   17.3%    13.7%     33    15.7%    11.9%       432
       LAC           303   34.4%    21.4%     83    42.6%    29.3%     2,625
       US          1,558   16.1%    16.1%  1,227    17.5%    17.5%    21,750
       Visa Inc.   2,757   19.3%    16.2%  1,847    19.1%    16.8%    30,696

       Visa Credit
        Programs
          US         797   10.6%    10.6%    674    10.5%    10.5%     7,757
          Rest of
           World     671   18.4%    11.5%    558    21.0%    14.2%     7,254
          Visa
           Inc.    1,468   14.0%    11.0%  1,231    15.0%    12.2%    15,011

       Visa Debit
        Programs
          US         761   22.5%    22.5%    554    27.3%    27.3%    13,993
          Rest of
           World     529   31.0%    23.0%     62    37.5%    28.3%     1,692
          Visa
           Inc.    1,289   25.8%    22.7%    616    28.3%    27.4%    15,685


                        Cash                       Cash
                       Volume  Growth    Growth   Trans-
                         ($   (Nominal (Constant actions   Accounts   Cards
                      billions) USD)      USD)  (millions)(millions)(millions)

    All Visa Credit
     & Debit
       Asia Pacific        188   24.7%    19.2%    1,190      266      328
       Canada               13   21.7%    11.2%       36       21       27
       CEMEA               159   17.6%    14.1%    1,234       75       83
       LAC                 220   31.5%    18.7%    2,343      194      214
       US                  331   11.0%    11.0%    2,588      373      584
       Visa Inc.           911   19.5%    15.1%    7,392      929    1,236

       Visa Credit Programs
          US               123   10.8%    10.8%      126      228      327
          Rest of World    113    7.3%     0.0%      339      264      304
          Visa Inc.        237    9.1%     5.2%      465      492      631

       Visa Debit Programs
          US               207   11.2%    11.2%    2,462      144      257
          Rest of World    467   30.2%    22.4%    4,465      293      348
          Visa Inc.        674   23.7%    18.9%    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-branded cards processed on the VisaNet processing system.

    Period                 Processed
                          Transactions  Year-over-Year
                           (millions)      Growth
    3 Months Ended
    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, 2007            32,720          12%
    Sep 30, 2006            29,202          NA



SOURCE  Visa Inc.
                          04/28/2008
    CONTACT:  Investors: Jack Carsky or Victoria Hyde-Dunn, +1-415-932-2213,
ir@visa.com, Media: Paul Cohen or Sandra Chu, +1-415-932-2564,
globalmedia@visa.com, all of Visa Inc.
    Web site:  http://investor.visa.com