News Details

Visa Inc. Reports Fiscal Third Quarter 2008 Earnings Results

07/30/2008

- GAAP net income of $422 million for the quarter

- Adjusted net income of $457 million for the quarter

- GAAP diluted class A common earnings per share of $0.51 for the quarter

- Adjusted diluted class A common earnings per share of $0.59 for the quarter

- Payment volume grew 19% over the prior year to $652 billion

- Company raises long-term outlook for adjusted operating margins

SAN FRANCISCO, July 30 /PRNewswire-FirstCall/ -- Visa Inc. (NYSE: V) today announced financial results for the Company's fiscal third quarter ended June 30, 2008. GAAP net income for the quarter was $422 million, or $0.51 per diluted class A common share. GAAP diluted class A common shares outstanding were 776 million. On an adjusted basis (reflective of a normalized tax rate and excluding certain litigation, restructuring and purchase amortization), net income for the quarter was $457 million, or $0.59 per diluted class A common share. Adjusted diluted class A common shares outstanding were 779 million.

Net operating revenue in the fiscal third quarter 2008 was $1.6 billion, driven by strong contributions from 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 fiscal third quarter results as Visa continues to lead and benefit from the global migration to electronic payments while expanding our business worldwide," said Joe Saunders, Visa's chairman and chief executive officer. "Despite a challenging economic environment in the United States and a softening in traditional credit card spending, the strength of Visa's debit business drove solid growth in the region. In Asia Pacific, Latin America, Canada and CEMEA, Visa achieved strong growth across its range of product offerings, reinforcing our position as the world's leading payments brand and network."

"The Company's strong financial performance and double-digit increases in payments volume and transactions in this current economic environment are further proof of the resiliency of our network business model," added Saunders. "As we look to the future, we remain committed to being the best partner for our financial institution and merchant clients by investing in innovations that deliver measurable returns to their businesses and value to consumers and merchants."

Fiscal Third Quarter 2008 Financial Highlights:

Visa Inc.'s operational performance highlights for the fiscal third quarter, as measured by March 31, 2008 statistical data, include:

-- Payments volume grew 19% over the prior year to $652 billion;

-- Total volume, inclusive of cash volume was $1.0 trillion, an increase of 22% over the prior year;

-- Total cards carrying the Visa brands rose 14% worldwide to 1.6 billion over the prior year; and

-- Total payment transactions increased by 15% over the prior year to 10.7 billion.

Total processed transactions, which are based on current fiscal third quarter results on Visa's processing system, were 9.5 billion, a 13% increase over the prior year.

For the fiscal third quarter 2008, service fees were $749 million, up 13% 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 20% over the prior year on a pro forma basis to $539 million. International transaction fees, which are driven by cross-border payments volume, grew 44% over the prior year on a pro forma basis to $449 million, as we continued to benefit from higher multi-currency payments volumes across all regions during the fiscal third quarter. Other revenue, which includes the Visa Europe licensing fee, was $150 million during the fiscal third quarter, up 26% over the prior year on a pro forma basis. Volume and incentive payments, which are a contra revenue item, were $274 million for the fiscal third quarter.

Total operating expenses were $965 million for the fiscal third quarter, a 5% increase over the prior year on a pro forma basis.

Cash, cash equivalents, restricted cash, and available-for-sale investment securities were $8.4 billion at June 30, 2008, and includes $2.7 billion that the Company intends to use to redeem all of the Company's class C (series II) and a portion of the class C (series III) shares in October 2008.

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 and a $31 million after-tax charge taken in the third quarter related to non-recurring legacy litigation items. The third quarter charge is 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 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 June 30, 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 nine months ended June 30, 2008, Visa Inc. reported GAAP net income of $1.2 billion, or $1.44 per diluted class A common share. GAAP diluted class A common shares outstanding were 767 million.

On an adjusted basis, (reflective of a normalized tax rate and excluding litigation, restructuring, and purchase amortization) net income for the nine months ended June 30, 2008, was $1.3 billion, or $1.67 per diluted class A common share. Adjusted diluted class A common shares outstanding were 779 million.

Net operating revenue for the nine months ended June 30, 2008, was $4.6 billion, an increase of 22% over the prior year on a pro forma basis.

Total operating expenses were $2.9 billion for the nine months ended June 30, 2008, an increase of 15% over the prior year on a pro forma basis.

Financial Outlook:

Visa Inc. raises its financial outlook for the following metric for FY 2008:

-- Annual adjusted operating margin in the mid 40%'s range.

Visa Inc. raises its financial outlook for the following metric for FY 2009 and 2010:

-- Annual adjusted operating margin in the mid-to-high 40%'s range.

Visa Inc. reaffirms its financial outlook for the following metrics through 2010:

-- Annual net revenue growth of 11% to 15%;

-- 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. The Company's intent is to reduce this rate to a level around 35-36% over the next five years.

Fiscal Third 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 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.
    Consolidated Statements of Operations
    (unaudited)
                                           For the three      For the nine
                                           months ended       months ended
                                             June 30,            June 30,
                                                  2007                  2007
                                          2008  Pro forma    2008    Pro forma
                                          (in millions except per share data)

    Operating Revenues
    Service fees                          $749    $661      $2,273    $1,852
    Data processing fees                   539     449       1,525     1,196
    Volume and support incentives         (274)   (175)       (862)     (498)
    International transaction fees         449     311       1,209       839
    Other revenues                         150     119         409       340
    Total operating revenues             1,613   1,365       4,554     3,729

    Operating Expenses
    Personnel                              310     293         882       835
    Network, EDP, and communications        84      87         245       224
    Advertising, marketing, and promotion  271     244         696       631
    Professional and consulting fees       108     159         302       396
    Depreciation and amortization           57      55         178       164
    Administrative and other                85      83         234       233
    Litigation provision                    50       -         342        15
    Total operating expenses               965     921       2,879     2,498

    Operating income                       648     444       1,675     1,231

    Other Income (Expense)
    Equity in earnings of unconsolidated
     affiliates                              -       -           1         -
    Interest expense                       (30)    (25)       (116)      (72)
    Investment income, net                  97      56         172       132
    Other                                   (1)      8          35         8
    Total other income (expense)            66      39          92        68

    Income before income taxes             714     483       1,767     1,299
    Income tax expense                     292     184         607       505

    Net income                            $422    $299      $1,160      $794

    Basic net income per share (1)
      Class A common stock               $0.51               $1.44
      Class B common stock               $0.36               $1.33
      Class C (series I) common stock    $0.51               $1.44
      Class C (series II) common stock   $0.12               $0.75
      Class C (series III and IV)
       common stock                      $0.51               $1.44
    Basic weighted average shares
     outstanding, in thousands (1)
      Class A common stock             446,600             169,512
      Class B common stock             245,513             362,628
      Class C (series I) common stock  124,503             212,779
      Class C (series II) common stock  79,749              47,583
      Class C (series III and IV)
       common stock                     27,499              49,378
    Diluted net income per share (1)
      Class A common stock               $0.51               $1.44
      Class B common stock               $0.36               $1.33
      Class C (series I) common stock    $0.51               $1.44
      Class C (series II) common stock   $0.12               $0.75
      Class C (series III and IV)
       common stock                      $0.51               $1.44
    Diluted weighted average shares
     outstanding, in thousands (1)
      Class A common stock             776,090             766,983
      Class B common stock             245,513             362,628
      Class C (series I) common stock  124,506             212,780
      Class C (series II) common stock  79,749              47,583
      Class C (series III and IV)
       common stock                     27,499              49,378

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



    Visa Inc.
    Consolidated Balance Sheets
    (unaudited)
                                                   June 30,        October 1,
                                                    2008              2007
                                                         (in millions)
    Assets
    Cash and cash equivalents                      $5,762            $1,278
    Restricted cash - litigation escrow             1,291                 -
    Investment securities, available-for-sale         477               842
    Settlement receivable                           1,230               587
    Accounts receivable                               342               318
    Customer collateral                               520               389
    Current portion of volume and
     support incentives                               257               135
    Current portion of deferred tax assets            587               771
    Prepaid and other current assets                  295               381

    Total current assets                           10,761             4,701

    Restricted cash - litigation escrow               700                 -
    Investment securities, available-for-sale         188               743
    Volume and support incentives                      84                72
    Property, equipment, and technology, net        1,048               906
    Other assets                                      639               625
    Intangible assets                              10,883            10,883
    Goodwill                                       10,139             9,139

    Total assets                                  $34,442           $27,069

    Liabilities
    Accounts payable                                 $109              $164
    Settlement payable                              1,153               644
    Customer collateral                               520               389
    Accrued compensation and benefits                 372               479
    Volume and support incentives                     310               294
    Accrued liabilities                               383               496
    Current portion of long-term debt                  11                84
    Current portion of accrued litigation           1,606             2,236
    Cash dividends payable                             93                 -
    Redeemable class C (series III)
     common stock, 35,263,585 shares
     outstanding at June 30, 2008                   1,508                 -

    Total current liabilities                       6,065             4,786

    Long-term debt                                     98                40
    Accrued litigation                              1,303             1,446
    Deferred tax liabilities                        3,545             3,758
    Other liabilities                                 755               754

    Total liabilities                              11,766            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
     June 30, 2008, net of
     subscription receivable                        1,127                 -

    Total temporary equity                          1,127                 -


    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, 447,880,089 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, 124,510,448
     issued and 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                     21,007            16,785
    Accumulated income (deficit)                      551              (500)
    Accumulated other comprehensive loss, net          (9)                -
    Total stockholders' equity and
     accumulated net income (deficit)              21,549            16,285

    Total liabilities, temporary
     equity, and stockholders' equity             $34,442           $27,069



    VISA INC.
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    (unaudited)

                                            For the Nine Months Ended June 30,

                                                    2008              2007 (1)
                                                         (in millions)
    Operating Activities
    Net income                                     $1,160              $608
    Adjustments to reconcile net income to net
     cash provided by operating activities:
      Depreciation and amortization of
       property, equipment, and technology            178                85
      Amortization of intangibles,
       investments, debt issuance cost,
       and accretion of member deposits                 -                 8
      Share-based compensation                         47                 -
      Fair value adjustment for liability
       under the framework agreement                  (35)                -
      Interest earned on litigation
       escrow, net of tax                              (6)                -
      Net recognized loss (gain) on
       investment securities, including
       other-than-temporary impairment                 12                (2)
      (Gain) loss on disposal of property,
       equipment and technology                        (1)                1
      Minority interest                                 -                 5
      Amortization of volume and
       support incentives                             862               346
      Accrued litigation and accretion                447                69
      Equity in earnings of
       unconsolidated affiliates                       (1)              (38)
      Deferred income taxes                           136                (2)
    Change in operating assets and liabilities:
      Accounts receivable                             (24)              (14)
      Settlement receivable                          (642)                4
      Volume and support incentives                  (980)             (417)
      Other assets                                    (76)               12
      Accounts payable                                (60)              (45)
      Settlement payable                              510                (8)
      Accrued compensation and benefits               (99)                5
      Accrued and other liabilities                    52                35
      Accrued litigation                           (1,220)               (2)
      Member deposits                                  (3)             (107)

    Net cash provided by operating activities         257               543

    Investing Activities

    Investment securities, available-for-sale:
      Purchases                                    (1,504)           (2,202)
      Proceeds from sales and maturities            2,402             2,083
    Cash acquired through reorganization            1,002                 -
    Contributions to joint ventures                     -                (1)
    Purchases of/contributions to
     other investments                                (24)                -
    Distributions from other investments               22                 -
    Purchases of property, equipment
     and technology                                  (323)              (76)
    Proceeds from sale of property,
     equipment and technology                           4                 -

    Net cash provided by (used in)
     investing activities                           1,579              (196)

    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                            1,015                 -
    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)                -
    Principal payments on debt                        (15)              (25)
    Principal payments on capital
     lease obligations                                 (3)               (2)
    Net cash provided by (used in)
     financing activities                           3,651               (27)

    Increase in cash and cash equivalents           5,487               320
    Cash and cash equivalents at
     beginning of year                                275               270

    Cash and cash equivalents at end
     of period                                     $5,762              $590

    Supplemental Disclosure of Cash
     Flow Information
      Income taxes paid, net of refunds              $563              $301
      Decrease in accounts payable and
       accrued and other liabilities
       related to purchases of property,
       equipment, and technology                     $(27)             $(10)
      Interest payments on debt                        $6                $3
      Cash dividends declared but unpaid              $93                 -
    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)

                                      December    March    June      September
                                         31,       31,      30,         30,
                                        2006      2007    2007 (2)    2007 (2)

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

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

    Operating income (loss)              393        394      444      (2,347)

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

    Income (loss) before income taxes    410        406      483      (2,306)
    Income tax expense/(benefit)         161        160      184        (651)

    Net income (loss)                   $249       $246     $299     $(1,655)

    (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.



    Pro Forma Fiscal 2007 Results of Operations (1)(2)
    US$ in millions
                                              For the Three     For the Nine
                                              Months Ended      Months Ended
                                              June 30, 2007     June 30, 2007
    Operating Revenues
    Service fees                                   $661              $1,852
    Data processing fees                            449               1,196
    Volume and support incentives                  (175)               (498)
    International transaction fees                  311                 839
    Other revenues                                  119                 340
        Total operating revenues                  1,365               3,729

    Operating Expenses
    Personnel                                       293                 835
    Network, EDP, and communications                 87                 224
    Advertising, marketing, and promotion           244                 631
    Professional and consulting fees                159                 396
    Depreciation and amortization                    55                 164
    Administrative and other                         83                 233
    Litigation provision                              -                  15
        Total operating expenses                    921               2,498

    Operating income                                444               1,231

    Other Income (Expense)
    Interest expense                                (25)                (72)
    Investment income, net                           56                 132
    Other                                             8                   8
        Total other income                           39                  68

    Income before income taxes                      483               1,299
    Income tax expense                              184                 505

    Net income                                     $299                $794

    (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 three and nine
        months ended June 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     Pro
                                                      Forma   Forma
                                     For the For the For the For the For the
                                      Three    Nine   Three    Nine   Three
                                      Months  Months  Months  Months  Months
                                      Ended   Ended   ended   ended   Ended
                                     June 30,June 30,June 30,June 30,March 31,
                                       2008    2008    2007    2007    2008

    Net income (as reported)            $422  $1,160    $299    $794    $314
      Addback: Income tax
                expense (as reported)    292     607     184     505      56
    Net income before taxes
     (as reported)                      $714  $1,767    $483  $1,299    $370

    Adjustments:
        Litigation reserve (1)            50     335       -       -     285
        Restructuring (2)                 15      70      52      99      19
        Asset step-up
         amortization (3)                 17      51      17      51      17

        Adjustments to operating
         income                           82     456      69     150     321

        Interest accretion on
         American Express
         settlement (4)                   11      57       -       -      23
        Investment income on Litigation
         Escrow and EU proceeds (5)      (33)    (40)      -       -      (7)
        Underwater contract (LIBOR
         adjustment) (6)                   1     (35)      -       -     (28)
        Adjustments to non-operating
         income                          (21)    (18)      -       -     (12)

    Total adjustments                     61     438      69     150     309

    Adjusted net income before tax       775   2,205     552   1,449     679
    Adjusted income tax expense (7)     (318)   (904)   (226)   (594)   (278)

    Adjusted net income                 $457  $1,301    $326    $855    $401

    Operating income (as reported)      $648  $1,675    $444  $1,231    $349
      Addback: Adjustments to
                operating income          82     456      69     150     321
    Adjusted operating income           $730  $2,131    $513  $1,381    $670
    Operating revenues (as reported)  $1,613  $4,554  $1,365   3,729  $1,453
    Adjusted operating margin            45%     47%     38%     37%     46%

    Total operating expenses
     (as reported)                      $965  $2,879    $921  $2,498  $1,104
      Less: Adjustments to
             operating expenses          (82)   (456)    (69)   (150)   (321)
    Adjusted operating expenses         $883  $2,423    $852  $2,348    $783

    (1) Litigation expense recorded in the period that is non-recurring and
        management believes is not indicative of Visa's future anticipated
        expenses. Litigation expense recorded in the quarter ended June 30,
        2008 is related to non-recurring legacy litigation items. This
        expense is not covered under the retrospective responsibility plan and
        will not be paid from the litigation escrow account. Amounts recorded
        in prior quarters relate to covered litigation. Settlements of, or
        judgments in, 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) 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 Weighted Average Class A Common Stock
     Outstanding Used in the Calculation of Adjusted Diluted Class A Earnings
     Per Share

                                         For the      For the       For the
                                          Three        Nine          Three
                                         Months       Months        Months
                                          Ended        Ended         Ended
                                         June 30,     June 30,      March 31,
                                           2008         2008          2008
                                                    (in millions)
    Weighted Average Shares
     Outstanding - GAAP                     776           767          778

        Class A Shares  (1)                   -           277          383
        Class B Shares (2)                    -          (159)        (226)
        Class C Shares (3)                    -          (109)        (161)
        Class A Share
        Equivalents (4)                       3             3            5
            Share Adjustments                 3            12            1

    Adjusted Weighted Average
     Shares Outstanding - Non GAAP          779           779          779


    (1) For the three months ended March 31, 2008 and nine months ended June
        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 January 1, 2008 for the three months ended March 31,
        2008 and October 1, 2007 for the nine months ended June 30, 2008.
    (2) For the three months ended March 31, 2008 and nine months ended June
        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 January 1, 2008 for the three months
        ended March 31, 2008 and October 1, 2007 for the nine months ended
        June 30, 2008.
    (3) For the three months ended March 31, 2008 and nine months ended June
        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 January
        1, 2008 for the three months ended March 31, 2008 and October 1, 2007
        for the nine months ended June 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
        during the three months ended June 30, 2008, by applying the treasury
        stock method. For the three months ended March 31, 2008 and nine
        months ended June 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 $31 million after-tax charge taken in the third quarter 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 intends to redeem 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 June 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     For the     For the
                                             Three       Nine        Three
                                             Months      Months      Months
                                             Ended       Ended       Ended
                                            June 30,    June 30,    March 31,
                                              2008        2008        2008
                                         (in millions, except per share data)

    Adjusted net income                       $457       $1,301        $401

    Adjusted weighted average number
     of diluted shares outstanding             779          779         779

    Adjusted diluted earnings per share      $0.59        $1.67       $0.52



                         Operational Performance Data

The tables below provide information regarding the operational results for the 3 months ended March 31, 2008, 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 March 31, 2008


                                 Total Growth Growth Payments          Growth
                                Volume  (Nom  (Cons  Volume    Growth  (Cons
                                ($bill  inal   tant  ($bill   (Nominal  tant
                                 ions)  USD)   USD)   ions)      USD)   USD)
    All Visa Credit & Debit
      Asia Pacific                 245  29.4%  21.2%    159      26.5%  18.1%
      Canada                        47  30.9%  10.0%     41      30.5%   9.7%
      CEMEA                        114  40.8%  36.6%     17      40.4%  38.9%
      LAC                          143  37.8%  21.8%     46      47.5%  30.1%
      US                           488  10.9%  10.9%    388      12.0%  12.0%
    Visa Inc.                    1,036  22.0%  17.1%    652      19.1%  15.0%

    Visa Credit Programs
      US                           231   8.0%   8.0%    195       8.1%   8.1%
      Rest of World                268  28.5%  17.9%    229      29.5%  18.2%
      Visa Inc.                    499  18.1%  13.1%    424      18.7%  13.3%

    Visa Debit Programs
      US                           257  13.6%  13.6%    193      16.3%  16.3%
      Rest of World                280  39.6%  28.7%     35      44.1%  31.7%
      Visa Inc.                    537  25.8%  21.0%    228      19.8%  18.4%


                             Payments                       Cash
                              Transac  Cash Growth Growth Transac Acc
                               tions  Volume (Nom  (Cons  tions  ounts   Cards
                              (mill  ($bill  inal   tant (mill  (mill   (mill
                               ions)  ions)  USD)   USD)  ions)  ions)   ions)
    All Visa Credit & Debit
      Asia Pacific             1,913    85  35.2%  27.4%    458    382    463
      Canada                     337     6  33.8%  12.5%      9     24     31
      CEMEA                      236    96  40.9%  36.2%    584    148    156
      LAC                      1,123    97  33.7%  18.2%    719    288    312
      US                       7,073   100   6.8%   6.8%    694    459    667
      Visa Inc.               10,682   384  27.3%  20.7%  2,464  1,300  1,629

    Visa Credit Programs
      US                       2,167    36   7.5%   7.5%     31    260    368
      Rest of World            2,798    39  23.0%  16.1%    134    387    446
      Visa Inc.                4,964    75  15.0%  11.8%    165    647    814

    Visa Debit Programs
      US                       4,906    64   6.3%   6.3%    663    198    299
      Rest of World              812   245  38.9%  28.3%  1,636    454    515
      Visa Inc.                5,718   309  30.7%  23.0%  2,299    653    815



                     For the 3 Months Ended December 31, 2007

                                 Total Growth Growth Payments          Growth
                                Volume  (Nom  (Cons  Volume    Growth  (Cons
                                ($bill  inal   tant  ($bill   (Nominal  tant
                                 ions)  USD)   USD)   ions)      USD)   USD)

    All Visa Credit & Debit
      Asia Pacific               241   28.4%   23.0%    158     24.3%   19.6%
      Canada                      51   29.3%   13.6%     45     28.5%   12.8%
      CEMEA                      115   43.8%   38.9%     18     44.1%   40.1%
      LAC                        145   33.3%   21.3%     47     44.1%   30.5%
      US                         514   11.4%   11.4%    413     12.4%   12.4%
    Visa Inc.                  1,067   21.5%   17.9%    680     18.5%   15.7%

    Visa Credit Programs
      US                         253    9.1%    9.1%    218      9.7%    9.7%
      Rest of World              272   26.7%   19.5%    232     27.3%   19.7%
      Visa Inc.                  525   17.6%   14.3%    450     18.1%   14.6%

    Visa Debit Programs
      US                         261   13.8%   13.8%    195     15.5%   15.5%
      Rest of World              281   39.1%   29.8%     36     43.5%   32.9%
      Visa Inc.                  542   25.6%   21.6%    231     19.1%   17.9%


                             Payments                     Cash
                              Transac  Cash Growth Growth Transac Acc
                               tions  Volume (Nom  (Cons  tions  ounts   Cards
                              (mill  ($bill  inal   tant (mill  (mill   (mill
                               ions)  ions)  USD)   USD)  ions)  ions)   ions)

    All Visa Credit & Debit
      Asia Pacific            1,931     83  36.9%  29.9%    452    368    446
      Canada                    382      6  36.5%  19.9%      9     23     31
      CEMEA                     235     97  43.8%  38.7%    590    139    147
      LAC                     1,132     99  28.8%  17.4%    757    284    307
      US                      7,412    102   7.8%   7.8%    717    458    664
      Visa Inc.              11,092    387  27.3%  21.8%  2,525  1,272  1,594

    Visa Credit Programs
    US                        2,462     36   5.9%   5.9%     33    259    365
    Rest of World             2,863     40  23.2%  18.5%    136    372    431
    Visa Inc.                 5,325     75  14.4%  12.2%    169    631    796

    Visa Debit Programs
    US                        4,950     66   8.9%   8.9%    684    199    299
    Rest of World               817    245  38.5%  29.4%  1,672    442    500
    Visa Inc.                 5,767    311  30.9%  24.4%  2,356    641    798




                                  For the 3 Months Ended September 30, 2007

                                 Total Growth Growth Payments          Growth
                                Volume  (Nom  (Cons  Volume    Growth  (Cons
                                ($bill  inal   tant  ($bill   (Nominal  tant
                                 ions)  USD)   USD)   ions)      USD)   USD)

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

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

    Visa Debit Programs
      US                          249   12.6%  12.6%   182      13.3%   13.3%
      Rest of World               241   36.0%  28.5%    29      39.6%   31.1%
      Visa Inc.                   489   23.0%  19.9%   211      16.3%   15.5%


                             Payments                     Cash
                              Transac  Cash Growth Growth Transac Acc
                               tions  Volume (Nom  (Cons  tions  ounts   Cards
                              (mill  ($bill  inal   tant (mill  (mill   (mill
                               ions)  ions)  USD)   USD)  ions)  ions)   ions)

    All Visa Credit & Debit
      Asia Pacific             1,796    74  32.8%  25.1%    417    348    427
      Canada                     362     6  33.0%  22.5%      9     23     31
      CEMEA                      211    85  43.8%  39.0%    545    125    136
      LAC                      1,004    83  21.9%  14.6%    691    267    289
      US                       7,032   101   5.6%   5.6%    730    442    643
      Visa Inc.               10,404   349  23.3%  19.0%  2,392  1,205  1,527

    Visa Credit Programs
      US                       2,314    35  -2.9%  -2.9%     34    254    358
      Rest of World            2,654    37  16.4%  12.0%    128    353    410
      Visa Inc.                4,968    71   6.2%   4.2%    162    607    769

    Visa Debit Programs
      US                       4,718    67  10.7%  10.7%    696    188    285
      Rest of World              718   211  35.5%  28.2%  1,534    409    473
      Visa Inc.                5,437   278  28.6%  23.5%  2,230    597    758



                       For the 3 Months Ended June 30, 2007

                                 Total Growth Growth Payments          Growth
                                Volume  (Nom  (Cons  Volume    Growth  (Cons
                                ($bill  inal   tant  ($bill   (Nominal  tant
                                 ions)  USD)   USD)   ions)      USD)   USD)

    All Visa Credit & Debit
      Asia Pacific               201   20.6%  16.3%   132       19.9%   16.7%
      Canada                      45   18.2%  12.0%    40       17.4%   11.3%
      CEMEA                       90   38.7%  37.0%    14       32.4%   32.8%
      LAC                        114   32.5%  19.1%    35       42.2%   28.2%
      US                         483    9.5%   9.5%   385       10.4%   10.4%
      Visa Inc.                  934   17.1%  14.4%   606       14.7%   13.1%

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

    Visa Debit Programs
      US                         248   12.7%  12.7%   183       12.7%   12.7%
      Rest of World              222   34.2%  25.1%    27       39.7%   29.9%
      Visa Inc.                  470   21.9%  18.2%   210       15.6%   14.6%


                             Payments                     Cash
                              Transac  Cash Growth Growth Transac Acc
                               tions  Volume (Nom  (Cons  tions  ounts   Cards
                              (mill  ($bill  inal   tant (mill  (mill   (mill
                               ions)  ions)  USD)   USD)  ions)  ions)   ions)

    All Visa Credit & Debit
      Asia Pacific             1,708    69  21.9%  15.5%    373    336    412
      Canada                     352     5  24.5%  18.0%      9     22     30
      CEMEA                      197    76  39.9%  37.8%    508    121    124
      LAC                        945    79  28.6%  15.4%    669    257    281
      US                       6,902    98   6.4%   6.4%    721    420    617
      Visa Inc.               10,103   327  21.8%  16.9%  2,280  1,156  1,465

    Visa Credit Programs
      US                       2,251    33  -4.3%  -4.3%     32    246    345
      Rest of World            2,519    35  12.6%  10.2%    120    339    394
      Visa Inc.                4,770    67   3.7%   2.6%    152    584    739

    Visa Debit Programs
      US                       4,651    65  12.6%  12.6%    689    174    272
      Rest of World              682   195  33.5%  24.5%  1,439    397    454
      Visa Inc.                5,333   260  27.5%  21.3%  2,128    571    726



                    For the 3 Months Ended March 31, 2007

                                 Total Growth Growth Payments          Growth
                                Volume  (Nom  (Cons  Volume    Growth  (Cons
                                ($bill  inal   tant  ($bill   (Nominal  tant
                                 ions)  USD)   USD)   ions)      USD)   USD)

    All Visa Credit & Debit
      Asia Pacific                189   23.1%  18.8%    126     20.8%   17.0%
      Canada                       36   10.3%  11.8%     31      9.2%   10.7%
      CEMEA                        81   44.8%  44.2%     12     35.3%   41.0%
      LAC                         104   19.4%  19.6%     31     25.9%   25.4%
      US                          440    9.1%   9.1%    347      8.9%    8.9%
      Visa Inc.                   849   16.1%  15.4%    548     12.9%   12.4%

    Visa Credit Programs
      US                          214    7.8%   7.8%    181      8.0%    8.0%
      Rest of World               208   17.1%  15.4%    177     18.5%   16.6%
      Visa Inc.                   423   12.2%  11.6%    357     13.0%   12.3%

    Visa Debit Programs
      US                          226   10.4%  10.4%    166     10.0%   10.0%
      Rest of World               201   33.4%  30.5%     24     35.3%   32.6%
      Visa Inc.                   427   20.1%  19.4%    190     12.7%   12.7%


                             Payments                     Cash
                              Transac  Cash Growth Growth Transac Acc
                               tions  Volume (Nom  (Cons  tions  ounts   Cards
                              (mill  ($bill  inal   tant (mill  (mill   (mill
                               ions)  ions)  USD)   USD)  ions)  ions)   ions)

    All Visa Credit & Debit
      Asia Pacific            1,599     63  28.1%  22.6%    382    321    397
      Canada                    309      4  19.1%  20.7%      9     22     30
      CEMEA                     183     68  46.6%  44.8%    477    117    122
      LAC                       904     72  16.8%  17.2%    658    251    271
      US                      6,259     94   9.8%   9.8%    698    412    607
      Visa Inc.               9,254    302  22.3%  21.1%  2,224  1,124  1,426

    Visa Credit Programs
      US                      2,021     33   7.0%   7.0%     30    243    341
      Rest of World           2,343     32   9.8%   9.3%    105    322    375
      Visa Inc.               4,364     65   8.3%   8.1%    135    565    716

    Visa Debit Programs
      US                      4,238     60  11.4%  11.4%    668    170    266
      Rest of World             652    176  33.1%  30.2%  1,421    389    444
      Visa Inc.               4,889    237  26.8%  25.1%  2,089    559    710



                   For the 3 Months Ended December 31, 2006

                                  Total Growth Growth Payments          Growth
                                 Volume   (Nom  (Cons  Volume    Growth  (Cons
                                 ($bill   inal   tant  ($bill  (Nominal   tant
                                  ions)   USD)   USD)   ions)      USD)   USD)

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

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

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


                          Payments                          Cash
                           Transac    Cash Growth Growth Transac   Acc
                             tions  Volume   (Nom  (Cons   tions  ounts  Cards
                             (mill  ($bill   inal   tant   (mill  (mill  (mill
                             ions)   ions)   USD)   USD)   ions)  ions)  ions)

    All Visa Credit & Debit
     Asia Pacific            1,600    61    23.7%  16.0%    381    308    381
     Canada                    344     4    19.8%  20.0%      9     22     30
     CEMEA                     175    68    45.1%  41.9%    470    104    112
     LAC                       911    77    19.0%  14.5%    687    241    262
     US                      6,554    95     9.2%   9.2%    698    406    604
     Visa Inc.               9,583   304    21.4%  18.2%  2,245  1,081  1,388

    Visa Credit Programs
     US                      2,281    34     7.7%   7.7%     32    240    345
     Rest of World           2,371    32    11.4%   7.2%    107    314    363
     Visa Inc.               4,651    66     9.5%   7.5%    140    554    709

    Visa Debit Programs
     US                      4,274    61    10.0%  10.0%    666    166    259
     Rest of World             658   177    31.4%  25.7%  1,440    361    421
     Visa Inc.               4,932   238    25.2%  21.5%  2,105    527    680



                  For the 3 Months Ended September 30, 2006

                                  Total Growth Growth Payments          Growth
                                 Volume   (Nom  (Cons  Volume    Growth  (Cons
                                 ($bill   inal   tant  ($bill  (Nominal   tant
                                  ions)   USD)   USD)   ions)      USD)   USD)

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

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

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


                          Payments                          Cash
                           Transac    Cash Growth Growth Transac   Acc
                             tions  Volume   (Nom  (Cons   tions  ounts  Cards
                             (mill  ($bill   inal   tant   (mill  (mill  (mill
                             ions)   ions)   USD)   USD)   ions)  ions)  ions)

    All Visa Credit & Debit
     Asia Pacific            1,508    56    15.4%  12.3%    360    298    367
     Canada                    330     4    23.4%  17.0%      9     22     29
     CEMEA                     157    59    40.8%  41.1%    424     94    104
     LAC                       810    68    18.0%  15.5%    643    228    248
     US                      6,229    96    13.6%  13.6%    733    398    599
     Visa Inc.               9,035   283    20.0%  18.7%  2,169  1,041  1,347

    Visa Credit Programs
     US                      2,149    36    13.1%  13.1%     34    242    351
     Rest of World           2,243    31    10.0%   7.5%    102    297    346
     Visa Inc.               4,392    67    11.6%  10.3%    136    539    696

    Visa Debit Programs
     US                      4,080    60    14.0%  14.0%    699    156    249
     Rest of World             563   156    26.8%  24.5%  1,334    346    402
     Visa Inc.               4,643   216    22.9%  21.5%  2,033    502    651



                     For the 3 Months Ended June 30, 2006

                                  Total Growth Growth Payments          Growth
                                 Volume   (Nom  (Cons  Volume    Growth  (Cons
                                 ($bill   inal   tant  ($bill  (Nominal   tant
                                  ions)   USD)   USD)   ions)      USD)   USD)

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

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

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


                          Payments                          Cash
                           Transac    Cash Growth Growth Transac   Acc
                             tions  Volume   (Nom  (Cons   tions  ounts  Cards
                             (mill  ($bill   inal   tant   (mill  (mill  (mill
                             ions)   ions)   USD)   USD)   ions)  ions)  ions)

    All Visa Credit & Debit
     Asia Pacific            1,416    56    22.0%  20.9%    353    287    354
     Canada                    322     4    27.4%  15.8%      9     21     28
     CEMEA                     147    55    45.2%  43.5%    407     86     95
     LAC                       769    61    18.5%  18.3%    620    219    236
     US                      6,157    92    11.4%  11.4%    710    390    611
     Visa Inc.               8,811   269    21.2%  20.5%  2,098  1,003  1,324

    Visa Credit Programs
     US                      2,091    34     8.3%   8.3%     32    236    344
     Rest of World           2,126    31     8.5%   6.8%     97    283    329
     Visa Inc.               4,216    65     8.4%   7.6%    129    519    672

    Visa Debit Programs
     US                      4,067    58    13.3%  13.3%    677    153    268
     Rest of World             528   146    31.9%  30.2%  1,291    330    384
     Visa Inc.                4,595   204   26.0%  25.1%  1,969    484    652



                      For the 3 Months Ended March 31, 2006

                                 Total Growth Growth Payments          Growth
                                Volume  (Nom  (Cons  Volume    Growth  (Cons
                                ($bill  inal   tant  ($bill   (Nominal  tant
                                 ions)  USD)   USD)   ions)      USD)   USD)

    All Visa Credit & Debit
      Asia Pacific                154   12.2%  15.8%   104      11.9%   16.1%
      Canada                       32   18.0%  13.5%    29      18.4%   13.8%
      CEMEA                        56   38.8%  42.3%     9      28.8%   32.1%
      LAC                          87   37.6%  21.0%    25      45.7%   28.3%
      US                          403   16.1%  16.1%   318      17.6%   17.6%
      Visa Inc.                   732   19.0%  18.1%   485      17.7%   17.7%

    Visa Credit Programs
      US                          199   11.7%  11.7%   167      12.7%   12.7%
      Rest of World               178   14.1%  15.0%   149      16.0%   16.7%
      Visa Inc.                   376   12.8%  13.3%   316      14.2%   14.6%

    Visa Debit Programs
      US                          205   20.8%  20.8%   151      23.6%   23.6%
      Rest of World               151   34.8%  27.7%    18      37.2%   30.1%
      Visa Inc.                   355   26.4%  23.8%   169      24.9%   24.3%


                             Payments                      Cash
                              Transac  Cash Growth Growth Transac  Acc
                               tions  Volume (Nom  (Cons  tions   ounts  Cards
                              (mill  ($bill  inal   tant (mill   (mill   (mill
                               ions)  ions)  USD)   USD)  ions)   ions)  ions)

    All Visa Credit & Debit
      Asia Pacific             1,302    49  12.7%  15.2%    327    276    341
      Canada                     282     4  15.4%  10.9%      9     21     27
      CEMEA                      126    47  41.0%  44.3%    357     82     89
      LAC                        742    62  34.5%  18.3%    600    204    225
      US                       5,686    85  11.0%  11.0%    662    383    606
      Visa Inc.                8,139   247  21.7%  18.9%  1,955    966  1,288

    Visa Credit Programs
      US                       1,884    31   6.7%   6.7%     30    232    338
      Rest of World            1,962    29   5.3%   6.5%     88    273    315
      Visa Inc.                3,847    60   6.1%   6.6%    118    505    653

    Visa Debit Programs
      US                       3,801    54  13.6%  13.6%    632    151    268
      Rest of World              491   133  34.5%  27.4%  1,205    311    367
      Visa Inc.                4,292   187  27.7%  23.3%  1,837    462    635



                  For the 12 Months Ended December 31, 2007

                                 Total Growth Growth Payments        Growth
                                Volume  (Nom  (Cons  Volume  Growth  (Cons
                                ($bill  inal   tant  ($bill (Nominal  tant
                                 ions)  USD)   USD)   ions)    USD)   USD)

    All Visa Credit & Debit
      Asia Pacific                846   24.6%  19.5%    556   21.9%  17.6%
      Canada                      179   20.6%  12.6%    158   19.6%  11.7%
      CEMEA                       386   42.6%  39.4%     59   38.1%  37.2%
      LAC                         485   28.3%  19.8%    152   38.1%  28.5%
      US                        1,927   10.0%  10.0%  1,532   10.7%  10.7%
      Visa Inc.                 3,822   18.4%  15.9%  2,457   15.6%  13.8%

    Visa Credit Programs
      US                          943    7.5%   7.5%    807    8.7%   8.7%
      Rest of World               951   21.8%  16.9%    808   22.9%  17.7%
      Visa Inc.                 1,894   14.2%  12.1%  1,615   15.4%  13.0%

    Visa Debit Programs
      US                          984   12.4%  12.4%    725   12.9%  12.9%
      Rest of World               944   35.9%  28.5%    117   39.9%  31.7%
      Visa Inc.                 1,928   22.8%  19.8%    842   16.0%  15.3%


                             Payments                      Cash
                              Transac  Cash Growth Growth Transac Acc
                               tions  Volume (Nom  (Cons  tions  ounts   Cards
                              (mill  ($bill  inal   tant (mill  (mill   (mill
                               ions)  ions)  USD)   USD)  ions)  ions)   ions)

    All Visa Credit & Debit
      Asia Pacific            7,034    289  30.1%  23.4%  1,624    368    446
      Canada                  1,404     21  28.6%  20.3%     37     23     31
      CEMEA                     827    327  43.4%  39.8%  2,120    139    147
      LAC                     3,984    333  24.2%  16.2%  2,775    284    307
      US                     27,605    395   7.3%   7.3%  2,865    458    664
      Visa Inc.              40,854  1,365  23.8%  19.8%  9,421  1,272  1,594

    Visa Credit Programs
      US                      9,048    136   1.2%   1.2%    129    259    365
      Rest of World          10,379    143  15.7%  12.6%    490    372    431
      Visa Inc.              19,427    279   8.1%   6.8%    619    631    796

    Visa Debit Programs
      US                     18,557    259  10.9%  10.9%  2,737    199    299
      Rest of World           2,869    827  35.4%  28.1%  6,066    442    500
      Visa Inc.              21,426  1,086  28.6%  23.6%  8,802    641    798



                    For the 12 Months Ended December 31, 2006

                                  Total Growth Growth Payments          Growth
                                 Volume   (Nom  (Cons  Volume    Growth  (Cons
                                 ($bill   inal   tant  ($bill  (Nominal   tant
                                  ions)   USD)   USD)   ions)      USD)   USD)

    All Visa Credit & Debit
     Asia Pacific                  679    17.3%  16.1%    457   16.7%   16.2%
     Canada                        148    17.1%  12.0%    132   16.6%   11.5%
     CEMEA                         271    41.2%  41.2%     43   31.5%   34.4%
     LAC                           378    24.8%  19.2%    110   32.7%   26.5%
     US                          1,753    12.5%  12.5%  1,385   12.8%   12.8%
     Visa Inc.                   3,228    17.1%  16.1%  2,126   15.1%   14.5%

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

    Visa Debit Programs
     US                            876    15.1%  15.1%    642   16.0%   16.0%
     Rest of World                 695    31.4%  27.3%     84   34.8%   31.0%
     Visa Inc.                   1,570    21.8%  20.4%    726   17.9%   17.7%


                          Payments                          Cash
                           Transac    Cash Growth Growth Transac   Acc
                             tions  Volume   (Nom  (Cons   tions  ounts  Cards
                             (mill  ($bill   inal   tant   (mill  (mill  (mill
                             ions)   ions)   USD)   USD)   ions)  ions)  ions)


    All Visa Credit & Debit
     Asia Pacific            5,827    222   18.6%  16.0%  1,421    308    381
     Canada                  1,278     16   21.5%  16.0%     36     22     30
     CEMEA                     605    228   43.1%  42.6%  1,657    104    112
     LAC                     3,233    268   21.9%  16.5%  2,550    241    262
     US                     24,626    368   11.3%  11.3%  2,803    406    604
     Visa Inc.              35,569  1,102   21.1%  19.1%  8,468  1,081  1,388

    Visa Credit Programs
     US                      8,405    135    9.0%   9.0%    129    240    345
     Rest of World           8,702    123    8.9%   7.0%    394    314    363
     Visa Inc.              17,107    258    8.9%   8.0%    523    554    709

    Visa Debit Programs
     US                     16,221    233   12.7%  12.7%  2,674    166    259
     Rest of World           2,240    611   31.0%  26.8%  5,270    361    421
     Visa Inc.              18,462    844   25.3%  22.8%  7,945    527    680



                  For the 12 Months Ended December 31, 2005

                            Total                   Payments
                           Volume  Growth    Growth  Volume   Growth   Growth
                           ($bill (Nominal (Constant ($bill (Nominal (Constant
                            ions)   USD)      USD)    ions)    USD)     USD)


    All Visa Credit & Debit
      Asia Pacific           579    21.3%    15.9%     391    19.8%    14.3%
      Canada                 126    21.3%    10.8%     113    21.2%    10.8%
      CEMEA                  192    17.3%    11.4%      33    15.7%     9.6%
      LAC                    303    34.4%    21.4%      83    42.6%    29.3%
      US                   1,558    16.1%    16.1%   1,227    17.5%    17.5%
      Visa Inc.            2,757    19.3%    16.0%   1,847    19.1%    16.7%

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

    Visa Debit Programs
      US                     761    22.5%    22.5%     554    27.3%    27.3%
      Rest of World          529    31.0%    22.1%      62    37.5%    27.2%
      Visa Inc.            1,289    25.8%    22.3%     616    28.3%    27.3%


                                                        Cash
                   Payments    Cash                    Transac
                   Transac    Volume  Growth    Growth  tions  Accounts Cards
                    tions     ($bil (Nominal  (Constant (mill   (mill   (mill
                  (millions)  lions)   USD)      USD)   ions)   ions)   ions)

    All Visa Credit
     & Debit
      Asia Pacific   4,713     188    24.7%     19.3%    1,190    266    328
      Canada         1,176      13    21.7%     11.0%       36     21     27
      CEMEA            432     159    17.6%     11.8%    1,234     75     83
      LAC            2,625     220    31.5%     18.7%    2,343    194    214
      US            21,749     331    11.0%     11.0%    2,588    373    584
      Visa Inc.     30,695     911    19.5%     14.8%    7,392    929  1,236

    Visa Credit
     Programs
      US             7,757     123    10.8%     10.8%      126    228    327
      Rest of World  7,254     113     7.3%      0.2%      339    264    304
      Visa Inc.     15,011     237     9.1%      5.3%      465    492    631

    Visa Debit
     Programs
      US            13,992     207    11.2%     11.2%    2,462    144    257
      Rest of World  1,692     467    30.2%     21.5%    4,465    293    348
      Visa Inc.     15,684     674    23.7%     18.3%    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
    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, 2007             32,720                  12%
    Sep 30, 2006             29,202                  NA

SOURCE Visa Inc.
07/30/2008
CONTACT: Investor Relations, Jack Carsky or Victoria Hyde-Dunn,
+1-415-932-2213, ir@visa.com, or Media Relations, Paul Cohen or Sandra Chu,
+1-415-932-2564, globalmedia@visa.com
Web site: http://investor.visa.com
http://www.corporate.visa.com