News Details

Visa Inc. Posts Solid Fiscal Third Quarter 2009 Earnings Results and Updates Longer-term Guidance

07/27/2009

- Adjusted quarterly net income of $744 million or $0.98 per diluted class A common share

- Excluding the impact from the sale of the Company's equity interest in VisaNet do Brasil, adjusted quarterly net income of $507 million or $0.67 per diluted class A common share

- GAAP quarterly net income of $729 million or $0.97 per diluted class A common share

SAN FRANCISCO, July 29 /PRNewswire-FirstCall/ -- Visa Inc. (NYSE: V) today announced financial results for the Company's fiscal third quarter 2009 ended June 30, 2009. On an adjusted basis (reflective of restructuring and purchase amortization), net income for the quarter was $744 million, or $0.98 per diluted class A common share. Excluding the impact from the sale of the Company's equity interest in VisaNet do Brasil, adjusted quarterly net income was $507 million or $0.67 per diluted class A common share. GAAP net income for the quarter was $729 million, or $0.97 per diluted class A common share. The weighted average number of diluted class A common shares outstanding was 756 million. The Company's adjusted net income and adjusted diluted net income per class A common share are non-GAAP financial measures that are reconciled to their most directly comparable GAAP measures in the accompanying financial tables.

Net operating revenue in the fiscal third quarter of 2009 was $1.6 billion, an increase of 2% over the prior year, driven by contributions across all revenue categories. Though slightly negative in the U.S., payments volume continued to grow on a constant dollar basis in all other regions globally. Processed transactions continued to post solid growth globally.

"With little real improvement in the economic backdrop, Visa still posted solid operational and financial performance results during the fiscal third quarter," said Joseph Saunders , Chairman and Chief Executive Officer of Visa Inc. "Throughout this challenging time, the resiliency of our debit products and our credit products overseas, continue to exemplify the resiliency and stability of our business model."

"While we cannot predict the specific timing of a global economic turnaround, we remain committed to doing our part in delivering balanced growth to our shareholders over the long term," added Saunders. "As we look forward to the remainder of our fiscal 2009 year and beyond, we will remain focused on leveraging our inherent operating scale, maintaining strong financial performance and expense control."

Fiscal Third Quarter 2009 Financial Highlights:

Visa Inc.'s operational performance highlights for the fiscal third quarter, as measured by business activity through March 31, 2009, include:

-- Payments volume growth, on a nominal basis, was a negative 5% over the prior year at $617 billion;
-- Total volume, on a nominal basis and inclusive of cash volume, was $969 billion, a 7% decline over the prior year; and
-- Total cards carrying the Visa brands rose 6% worldwide over the prior year to over 1.7 billion.

Total processed transactions, which represent transactions processed by VisaNet through June 30, 2009, totaled 10.3 billion, an 8% increase over the prior year.

For the fiscal third quarter 2009, service revenues were $769 million, an increase of 3% versus the prior year, and are recognized based on payments volume in the prior quarter. All other revenue categories are recognized based on current quarter activity. Data processing revenues rose 12% over the prior year to $605 million. International transaction revenues, which are driven by cross-border payments volume, grew 2% over the prior year to $458 million. Other revenues, which include the Visa Europe licensing fee, were $158 million, up 6% over the prior year. Volume and support incentives, which are a contra revenue item, were $344 million, an increase of 25% over the prior year.

Adjusted total operating expenses were $804 million for the fiscal third quarter, a 9% decrease from the prior year's adjusted total operating expenses of $883 million. Total operating expenses on a GAAP basis were $824 million for the quarter, a 15% decrease from the prior year.

Cash, cash equivalents, restricted cash, and investment securities were $6.1 billion at June 30, 2009.

Notable Events:

On June 30, 2009, Visa Inc. entered into a strategic alliance with Monitise plc, a UK based firm, to facilitate the delivery of Visa mobile payments and related services to consumers around the world. Concurrent with the strategic alliance, Visa has agreed to make a minority equity investment in Monitise. Monitise is a recognized expert in mobile financial services that operates payments and mobile banking services for some of the world's leading financial institutions.

On July 1, 2009, Visa Inc. announced that Visa International, its wholly-owned subsidiary, sold 136,478,372 shares of Companhia Brasileira de Meios de Pagamento ("VisaNet do Brasil"), in connection with VisaNet do Brasil's June IPO. Visa's proceeds from the sale, net of underwriter discounts and fees, are approximately US$1 billion based on the then current exchange rates. Visa recorded a GAAP gain from the sale in the quarter ended June 30, 2009, net of tax, of $237 million. The gain reflects net proceeds received in July 2009, in excess of Visa International's recorded book value of $535 million.

As previously announced, Visa has initiated a program to allow its class C stockholders to apply (prior to September 30, 2009) for an early termination of the transfer restrictions applicable to class C shares, for up to 30% of the class C shares held by each such stockholder as of July 1, 2009, subject to certain terms and conditions. The remaining class C shares will continue to be subject to the general transfer restrictions that expire on March 25, 2011 under Visa's Certificate of Incorporation. Class C shares sold under this program will automatically convert to class A shares, tradable in the public market. The release of the class C shares does not increase the number of outstanding shares of the Company and there is no dilutive effect to the outstanding share count from these transactions.

On July 16, 2009, as planned, the Company deposited $700 million ("Loss Funds") into the litigation escrow account previously established under the Company's Retrospective Responsibility Plan. The deposit of the Loss Funds into the escrow account reduced the conversion rate applicable to the Company's class B common stock outstanding from 0.6296 per class A share to 0.5824 per class A share. The deposit of Loss Funds has the effect of a repurchase of approximately 11.6 million class A common stock equivalents from the Company's class B shareholders.

On July 22, 2009, the Board of Directors declared a quarterly divided in the aggregate amount of $0.105 per share of class A common stock (determined in the case of class B and class C common stock on an as-converted basis) payable on September 1, 2009 to all holders of record of Visa's class A, class B and class C common stock as of August 14, 2009.

Financial Outlook:

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

-- Annual adjusted operating margin in the low 50% range.

-- Capital
expenditures around $300 million in 2009 while still representing 3 to 4% of gross revenues in 2010.

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

-- Annual net revenue growth of high single digits in 2009 and at the lower end of the 11% to 15% range in 2010, given certain economic recovery assumptions;
-- Annual adjusted diluted class A common stock earnings per share growth of greater than 20%;
-- Annual free cash flow in excess of $1 billion.

This outlook reflects an assumed 41% GAAP tax rate for fiscal year 2009, which reflects the tax impact of the Company's sale of its equity interest in VisaNet do Brasil. The Company's intent is to reduce this rate to a level around 35-36% over the next four years.

Fiscal Third Quarter 2009 Earnings Results Conference Call Details:

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

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

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

About Visa Inc.

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

Forward Looking Statements

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

By their nature, forward-looking statements: (i) speak only as of the date they are made, (ii) are not guarantees of future performance or results and (iii) are subject to risks, uncertainties and assumptions that are difficult to predict or quantify. Therefore, actual results could differ materially and adversely from those forward-looking statements as a result of a variety of factors, including all the risks discussed in Part 1, Item 1A - "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended September 30, 2008. You are cautioned not to place undue reliance on such statements, which speak only as of the date of this presentation. 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,  415-932-2564, globalmedia@visa.com



    Visa Inc.
    Selected Consolidated Statements of Operations
    (unaudited)



                                     Three Months           Nine Months
                                     Ended June 30,         Ended June 30,
                                     -------------          -------------
                                    2009       2008        2009       2008
                                    ----       ----        ----       ----
                                      (in millions except per share data)
      Operating Revenues

      Service revenues              $769       $749      $2,366     $2,273
      Data processing
       revenues                      605        539       1,703      1,525
      International transaction
       revenues                      458        449       1,409      1,209
      Other revenues                 158        150         462        409
      Volume and support
       incentives                   (344)      (274)       (908)      (862)
                                   -----      -----       -----      -----
      Total operating revenues     1,646      1,613       5,032      4,554
                                   -----      -----       -----      -----

      Operating Expenses

      Personnel                      262        310         809        882
      Network, EDP and
       communications                 97         84         282        245
      Advertising,
       marketing and promotion       229        271         635        696
      Professional and
       consulting fees                82        108         246        302
      Depreciation
       and amortization               57         57         165        178
      Administrative and other        96         85         225        234
      Litigation provision             1         50           1        342
                                   -----      -----       -----      -----
      Total operating expenses       824        965       2,363      2,879
                                   -----      -----       -----      -----

      Operating income               822        648       2,669      1,675
                                   -----      -----       -----      -----

      Other Income (Expense)
      Equity in earnings of
       unconsolidated
       affiliates                      -          -           -          1
      Interest expense               (30)       (30)        (90)      (116)
      Investment income, net         504         97         557        172
      Other                            1         (1)          1         35
                                   -----      -----       -----      -----
      Total other income             475         66         468         92
                                   -----      -----       -----      -----


      Income before income
       taxes and minority
       interest                    1,297        714       3,137      1,767
      Income tax expense             568        292       1,299        607
                                   -----      -----       -----      -----

      Income before
       minority
       interest                      729        422       1,838      1,160
      Minority interest                -          -           1          -
                                   -----      -----       -----      -----

      Net income                    $729       $422      $1,839     $1,160
                                   =====      =====      ======     ======




      Basic net
       income per
       share
         Class A common stock      $0.97      $0.51       $2.42       $1.44
                                   =====      =====       =====       =====
         Class B common stock      $0.61      $0.36       $1.58       $1.33
                                   =====      =====       =====       =====
         Class C common stock      $0.97                  $2.42
                                   =====                  =====
         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
         Class A common stock        448        447         447         170
                                     ===        ===         ===         ===
         Class B common stock        246        246         246         363
                                     ===        ===         ===         ===
         Class C common stock        152                    152
                                     ===                    ===
         Class C (series
          I) common stock                       125                     213
                                                ===                     ===
         Class C (series
          II) common stock                       80                      48
                                                 ==                      ==
         Class C (series III
          and IV) common stock                   27                      49
                                                 ==                      ==
      Diluted net
       income per
       share
         Class A common stock      $0.97      $0.51       $2.41       $1.44
                                   =====      =====       =====       =====
         Class B common stock      $0.61      $0.36       $1.58       $1.33
                                   =====      =====       =====       =====
         Class C common stock      $0.97                  $2.41
                                   =====                  =====
         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
         Class A common stock        756        776         761         767
                                     ===        ===         ===         ===
         Class B common stock        246        246         246         363
                                     ===        ===         ===         ===
         Class C common stock        152                    152
                                     ===                    ===
         Class C (series
          I) common stock                       125                     213
                                                ===                     ===
         Class C (series
          II) common stock                       80                      48
                                                 ==                      ==
         Class C (series III
          and IV) common stock                   27                      49
                                                 ==                      ==



    Visa Inc.
    Selected Consolidated Balance Sheets
    (unaudited)

                                                     June 30,   September 30,
                                                       2009         2008
                                                     --------   ------------
                                                    (in millions, except par
                                                       value and share data)
    Assets
    Cash and cash equivalents                          $4,200         $4,979
    Restricted cash - litigation escrow                 1,141          1,298
    Investment securities
        Trading                                            83              -
        Available-for-sale                                 47            355
    Settlement receivable                                 998          1,131
    Accounts receivable                                   419            342
    Customer collateral                                   739            679
    Current portion of volume and support incentives      217            256
    Current portion of deferred tax assets                484            944
    Prepaid expenses and other current assets           1,234          1,190
                                                       ------         ------

    Total current assets                                9,562         11,174

    Restricted cash - litigation escrow                   420            630
    Investment securities, available-for-sale             181            244
    Volume and support incentives                         118            123
    Property, equipment, and technology, net            1,170          1,080
    Other assets                                           77            634
    Intangible assets                                  10,883         10,883
    Goodwill                                           10,213         10,213
                                                       ------         ------

    Total assets                                      $32,624        $34,981
                                                      =======        =======

    Liabilities
    Accounts payable                                     $106           $159
    Settlement payable                                    979          1,095
    Customer collateral                                   739            679
    Accrued compensation and benefits                     296            420
    Volume and support incentives                         328            249
    Accrued liabilities                                   587            306
    Current portion of long-term debt                      52             51
    Current portion of accrued litigation               1,348          2,698
    Redeemable class C (series
     III) common stock, no
     shares and 35,263,585
     shares issued and
     outstanding, respectively                              -          1,508
                                                       ------         ------

    Total current liabilities                           4,435          7,165

    Long-term debt                                         46             55
    Accrued litigation                                    905          1,060
    Deferred tax liabilities                            3,653          3,811
    Other liabilities                                     786            613
                                                       ------         ------

    Total liabilities                                   9,825         12,704
                                                       ------         ------

    Temporary Equity and Minority Interest
    Class C (series II) common stock, $0.0001 par
     value, no shares and 218,582,801 shares
     authorized, no shares and 79,748,857 shares
     issued and outstanding, net of subscription
     receivable, respectively                              $-         $1,136
    Minority interest                                       5              -
                                                       ------         ------

    Total temporary equity and minority interest            5          1,136
                                                       ------         ------
    Commitment and contingencies

    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, 449,407,746 and
     447,746,261 issued and outstanding,
     respectively                                           -              -
    Class B common stock, $0.0001
     par value, 622,245,209 shares
     authorized, 245,513,385
     issued and outstanding,
     respectively                                           -              -
    Class C common stock, $0.0001 par
     value, 1,097,165,602 shares
     authorized, 151,605,798 issued
     and 151,581,349 outstanding at
     June 30, 2009                                          -              -
    Class C (series I) common stock,
     $0.0001 par value, 813,582,801 shares
     authorized, 124,622,548 issued and
     124,097,105 outstanding at September
     30, 2008                                               -              -
    Class C (series III) common stock,
     $0.0001 par value, 64,000,000
     shares authorized, 26,949,616
     issued and outstanding at
     September 30, 2008                                     -              -
    Class C (series IV) common stock,
     $0.0001 par value, 1,000,000
     shares authorized, 549,587 issued
     and outstanding at September 30,
     2008                                                   -              -
    Additional paid-in capital                         21,115         21,060
    Class C treasury stock, 24,449
     shares and 525,443 shares,
     respectively                                          (2)           (35)
    Accumulated income                                  1,783            186
    Accumulated other comprehensive loss, net            (102)           (70)
                                                       ------         ------
    Total stockholders' equity and
     accumulated income                                22,794         21,141
                                                       ------         ------

    Total liabilities, temporary
     equity and minority interest,
     and stockholders' equity                         $32,624        $34,981
                                                      =======        =======



    Visa Inc.
    Selected Consolidated Statements of Cash Flows
    (unaudited)

                                                           Nine Months Ended
                                                               June 30,
                                                          -------------------
                                                            2009        2008
                                                          -------     -------
                                                              (in millions)
      Operating Activities

      Net income                                          $1,839      $1,160
      Adjustments to reconcile net income to net cash
        provided by operating activities:
             Gain on sale of other investments              (473)          -
             Depreciation and
              amortization of property,
              equipment and technology                       165         178
             Share-based compensation                         84          47
             Tax benefit for
              share based
              compensation                                    (6)          -
             Restricted stock
              instruments settled
              in cash for taxes                              (22)          -
             Fair value adjustment for
              liability under the
              framework agreement                              -         (35)
             Interest earned on
              litigation escrow,
              net of tax                                     (14)         (6)
             Net recognized loss on investment
              securities, including other-than-
              temporary impairment                             8          12
             Asset impairment on
              non-marketable
              equity investments                               7           -
             Gain on disposal of
              property, equipment
              and technology                                   -          (1)
             Minority interest                                (1)          -
             Amortization of
              volume and
              support incentives                             908         862
             Accrued litigation and accretion                 72         447
             Equity in earnings
              of unconsolidated
              affiliates                                       -          (1)
             Deferred income taxes                           316         136
      Change in operating assets and liabilities:
             Trading securities                               10           -
             Accounts receivable                             (77)        (24)
             Settlement receivable                           133        (642)
             Volume and support incentives                  (785)       (980)
             Other assets                                     84         (76)
             Accounts payable                                (53)        (60)
             Settlement payable                             (116)        510
             Accrued compensation and benefits              (124)        (99)
             Accrued and other liabilities                   438          52
             Accrued litigation                           (1,626)     (1,220)
             Member deposits                                   -          (3)
                                                          ------      ------

      Net cash provided by operating activities              767         257
                                                          ------      ------

      Investing Activities

      Investment securities, available-for-sale:
            Purchases                                          -      (1,504)
            Proceeds from sales and maturities               276       2,402
      Distribution from money market investment              884           -
      Cash acquired through reorganization                     -       1,002
      Purchases of/contributions to other investments         (1)        (24)
      Dividends/distributions from other investments           1          22
      Purchases of property, equipment and technology       (205)       (323)
      Proceeds from sale of
       property, equipment
       and technology                                          -           4
                                                          ------      ------

      Net cash provided by investing activities              955       1,579
                                                          ------      ------

      Financing Activities

      Proceeds from short-term borrowing                       -           2
      Payments on short-term borrowing                         -          (2)
      Proceeds from sale of
       common stock, net of
       issuance costs $550                                     -      19,100
      Tax benefit for share based compensation                 6           -
      Cash proceeds from exercise of stock options            20           -
      Funding of litigation escrow
       account - Retrospective
       Responsibility Plan                                (1,100)     (3,000)
      Payments from litigation
       escrow account -
       Retrospective Responsibility
       Plan                                                1,481       1,015
      Funding of tax escrow
       account for income tax
       withheld on stock proceeds                              -        (116)
      Payments from tax escrow account                         -         116
      Payment for redemption of stock                     (2,646)    (13,446)
      Dividends paid                                        (240)          -
      Principal payments on debt                              (8)        (15)
      Principal payments on capital lease obligations         (4)         (3)
                                                          ------      ------
      Net cash (used in)
       provided by
       financing activities                               (2,491)      3,651
                                                          ------      ------

      Effect of exchange rate
       translation on cash and
       cash equivalents                                      (10)          -
                                                          ------      ------
      (Decrease) increase
       in cash and cash
       equivalents                                          (779)      5,487
      Cash and cash equivalents at beginning of year       4,979         275
                                                          ------      ------

      Cash and cash equivalents at end of period          $4,200      $5,762
                                                          ======      ======


      Supplemental
       Disclosure of Cash
       Flow Information

      Income taxes paid, net of refunds                     $528        $563
      Amounts included in accounts payable and accrued
       liabilities related to purchases of property,
       equipment, and technology                             $25         $27
      Interest payments on debt                               $3          $6
      Common stock issued in acquisition                      $-     $17,935
      Cash dividend declared but not paid                     $-         $93
      Assets acquired in joint
       venture with note payable and
       equity interest issued                                $22          $-
                                                          ------      ------



    Selected Fiscal 2008 and 2009 Quarterly Results of Operations
    US$ in millions



                                               Fiscal 2008 Quarter Ended
                                               -------------------------
                                           June 30, 2008  September  30, 2008
                                           -------------- -------------------

      Operating Revenues
      Service revenues                               $749               $788
      Data processing revenues                        539                548
      International transaction revenues              449                512
      Other revenues                                  150                160
      Volume and support incentives                  (274)              (299)
                                                    -----              -----
        Total operating revenues                    1,613              1,709
                                                    -----              -----

      Operating Expenses
      Personnel                                       310                317
      Network, EDP and communications                  84                 94
      Advertising, marketing and
       promotion                                      271                320
      Professional and consulting fees                108                136
      Depreciation
       and amortization                                57                 59
      Administrative and other                         85                 98
      Litigation provision                             50              1,128
                                                    -----              -----
        Total operating expenses                      965              2,152
                                                    -----              -----
      Operating income (loss)                         648               (443)
                                                    -----              -----
      Other Income (Expense)
      Equity in earnings of
       unconsolidated affiliates                        -                  -
      Interest expense                                (30)               (27)
      Investment income, net                           97                 39
      Other                                            (1)                 -
                                                    -----              -----
        Total other income (expense)                   66                 12
                                                    -----              -----

      Income (loss) before income taxes               714               (431)
      Income tax expense  (benefit)                   292                (75)
                                                    -----              -----
      Income (loss) before minority
       interest                                       422               (356)
      Minority interest                                 -                  -
                                                    -----              -----
      Net income (loss)                              $422              $(356)
                                                    =====              =====




                                             Fiscal 2009 Quarter Ended
                                           -------------------------------
                                           December      March      June
                                            31, 2008    31, 2009  30, 2009
                                           ----------  ---------  --------

      Operating Revenues
      Service revenues                           $793       $804      $769
      Data processing revenues                    554        544       605
      International transaction revenues          505        446       458
      Other revenues                              156        148       158
      Volume and support incentives              (269)      (295)     (344)
                                                -----      -----     -----
        Total operating revenues                1,739      1,647     1,646
                                                -----      -----     -----

      Operating Expenses
      Personnel                                   275        272       262
      Network, EDP and communications              93         92        97
      Advertising, marketing and
       promotion                                  210        196       229
      Professional and consulting fees             80         84        82
      Depreciation and amortization                52         56        57
      Administrative and other                     63         66        96
      Litigation provision                          -          -         1
                                                -----      -----     -----
        Total operating expenses                  773        766       824
                                                -----      -----     -----

      Operating income (loss)                     966        881       822
                                                -----      -----     -----

      Other Income (Expense)
      Equity in earnings of unconsolidated
       affiliates                                  (1)         1         -
      Interest expense                            (30)       (30)      (30)
      Investment income, net                       19         34       504
      Other                                        (1)         1         1
                                                -----      -----     -----
        Total other income (expense)              (13)         6       475
                                                -----      -----     -----

      Income (loss) before income taxes           953        887     1,297
      Income tax expense (benefit)                379        352       568
                                                -----      -----     -----
      Income (loss) before minority interest      574        535       729
      Minority interest                             -          1         -
                                                -----      -----     -----
      Net income (loss)                          $574       $536      $729
                                                =====      =====     =====



    Adjusted Operating Income and Net Income
    US$ in millions



                                            Three Months     Three Months
                                               Ended            Ended
                                           June 30, 2009    June 30, 2008
                                           -------------    -------------

    Net income (as reported)                        $729             $422
           Addback: Income tax expense
            (as reported)                            568              292
                                                    ----             ----
    Net Income before taxes and minority
     interest (as reported)                       $1,297             $714

    Adjustments:
      Litigation reserve (1)                           -               50
      Restructuring (2)                                3               15
      Asset step-up amortization (3)                  17               17
                                                    ----             ----
      Adjustments to operating income                 20               82

      Interest accretion on American
       Express settlement (4)                          8               11
      Interest expense on Discover
       settlement (5)                                  1                -
      Investment income on Litigation
       Escrow and EU proceeds (6)                     (3)             (33)
      Underwater contract (LIBOR
       adjustment) (7)                                 -                1
                                                    ----             ----
      Adjustments to non-operating income              6              (21)

    Total adjustments                                 26               61

    Adjusted income before taxes and
     minority interest                             1,323              775
    Adjusted income tax expense (8)                 (579)            (318)
                                                    ----             ----
    Adjusted net income                             $744             $457
                                                    ====             ====

    Operating income (as reported)                  $822             $648
           Addback: Adjustments to
            operating income                          20               82
                                                    ----             ----
    Adjusted operating income                       $842             $730
                                                    ====             ====
    Operating revenues (as reported)              $1,646           $1,613
    Adjusted operating margin                         51%              45%

    Total operating expenses (as reported)          $824             $965
            Less: Adjustments to
             operating expenses                      (20)             (82)
                                                    ----             ----
    Adjusted operating expenses                     $804             $883
                                                    ====             ====


    (1)  Litigation reserve related to the covered litigation.  Settlements
    of, or judgments in, covered litigation will be paid from the litigation
    escrow account.

    (2)  Restructuring costs 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)  Interest expense recorded on future payments to be made under the
    settlement agreement with Discover. These payments will be paid from the
    litigation escrow account.

    (6)  Investment income earned during the period on all IPO proceeds and
    amounts held in the litigation escrow, including amounts the Company used
    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.

    (7)  Other expense 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 was satisfied as part of the October 2008
    redemptions described above.

    (8)  Adjusted income tax expense for the three months ended June 30, 2009
    reflects the GAAP effective tax rate for the current quarter, which is
    impacted by the sale of the equity interest in VisaNet do Brasil. Adjusted
    income tax expense for the three months ended June 30, 2008 reflects the
    normalized tax rate for fiscal 2008.



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


                                                   Three Months Ended
                                                      June 30, 2009
                                                   -------------------
                                           Actual    Adjustments   As Adjusted
                                           ------    -----------   -----------

    Personnel                                $262         $(3) (1)        $259
    Network, EDP and communications            97           -               97
    Advertising, marketing and promotion      229           -              229
    Professional and consulting fees           82           -               82
    Depreciation and amortization              57         (17) (2)          40
    Administrative and other                   96           -               96
    Litigation provision                        1           -                1
                                             ----        ----             ----
    Total operating expenses                 $824        $(20)            $804
                                             ----        ----             ----



                                                   Three Months Ended
                                                      June 30, 2008
                                                   -------------------
                                           Actual    Adjustments   As Adjusted
                                           ------    -----------   -----------

    Personnel                                $310        $(15) (1)        $295
    Network, EDP and communications            84           -               84
    Advertising, marketing and promotion      271           -              271
    Professional and consulting fees          108           -              108
    Depreciation and amortization              57         (17) (2)          40
    Administrative and other                   85           -               85
    Litigation provision                       50         (50) (3)           -
                                             ----        ----             ----
    Total operating expenses                 $965        $(82)            $883
                                             ----        ----             ----




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



    Reconciliation of Non-GAAP Adjusted Non-operating Income

    US$ in millions

                                              Three Months Ended
                                                 June 30, 2009
                                   --------------------------------------
                                   Actual     Adjustments     As Adjusted
                                   ------     -----------     -----------
    Equity in earnings of
     unconsolidated
     affiliates                       $-            $-                 $-
    Interest expense                 (30)            9   (1)          (21)
    Investment income, net           504            (3)  (2)          501
    Other                              1             -                  1
                                    ----          ----               ----
    Total other income              $475            $6               $481
                                    ----          ----               ----




                                               Three Months Ended
                                                 June 30, 2008
                                   --------------------------------------
                                   Actual     Adjustments     As Adjusted
                                   ------     -----------     -----------
    Equity in earnings of
     unconsolidated
     affiliates                        $-           $-                 $-
    Interest expense                  (30)          11   (1)          (19)
    Investment income, net             97          (33)  (2)           64
    Other                              (1)           1   (3)            -
                                     ----         ----               ----
    Total other income                $66         $(21)               $45
                                     ----         ----               ----


    (1)   Interest accretion on American Express Settlement and interest
          expense on Discover Settlement
    (2)   Investment income on Litigation Escrow funds and funds used in
          October 2008 for the repurchase of shares from Visa Europe
    (3)   Underwater contract (LIBOR adjustment)



    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.  These items have an 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 weighted average number of diluted
       class A shares outstanding in the periods presented (adjusted in the
       prior period presented).  This non-GAAP financial measure has been
       presented to illustrate our per share results reflecting our capital
       structure after the redemption of all class C (series II) common stock
       and a portion of class C (series III) common stock, which the Company
       redeemed in October 2008.  Management believes this non-GAAP
       presentation provides the reader with a clearer understanding of our
       per share results by excluding these redeemed shares and allocating
       adjusted net income only to permanent equity.



                                      Three Months Ended  Three Months Ended
                                        June 30, 2009       June 30, 2008
                                      ------------------  ------------------
                                       (in millions, except per share data)

    Adjusted net income                        $744                $457

    Weighted average number of diluted
     shares outstanding                         756                 779
                                              -----               -----

    Adjusted diluted earnings per share       $0.98               $0.59
                                              =====               =====



    Calculation of Free Cash Flow
    US$ in millions

                                                              For the Nine
                     Additions (+) /                             Months
                     Reductions (-)                               Ended
                     to Net income                            June 30, 2009
                    ---------------                           -------------
                                     Net income
                                      (as reported)                  $1,839

    Recurring Items:
    Capital Assets          +        Depreciation and
                                      amortization                      165
                            -        Capital expenditures              (205)

    Share-based
     Compensation           +        Share-based compensation            84

    Litigation              +        Litigation provision                 1
                            +        Accretion expense                   71
                            -        Settlement payments             (1,642)

    Pension                 +        Pension expense                     43
                            -        Pension contribution                (8)

                                     Gain on sale of
    VisaNet do Brasil(1)    -         investment, pre-tax              (473)

    Taxes                   +        Income tax expense               1,299
                            -        Income taxes paid                 (528)


    Non-recurring Items(2):          Settlement payments funded by
                            +         litigation escrow               1,481
                                     Tax benefit on settlement
    Covered Litigation      -         payments                         (540)


                            +        Settlement payments funded
                                      by Morgan Stanley                  49
                                                                     ------

                                     Total Free Cash Flow            $1,636
                                                                     ======

    (1) In July 2009, Visa received total proceeds from the sale of its equity
        investment in VisaNet do Brasil of approximately $1 billion. Free cash
        flow for the quarter ended September 30, 2009 will reflect receipt of
        these proceeds, as well as the payment of associated taxes estimated
        to be approximately half this amount.
    (2) Adjustments to eliminate the cash impact of non-recurring items.


    Operational Performance Data

The tables below provide information regarding the operational results for the 3 months ended March 31, 2009, as well as the prior seven quarterly reporting periods and the 12 months ended March 31, 2009 and 2008, 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, 2009

                           Total     Growth    Growth    Payments    Growth
                          Volume    (Nominal (Constant    Volume    (Nominal
                       ($ billions)    USD)      USD)  ($ billions)   USD)

    All Visa Credit
     & Debit
     Asia Pacific         $229        -6.5%     11.3%       $147      -7.8%
     Canada                 36       -23.3%     -0.8%         32     -22.2%
     CEMEA                 108        -4.8%     19.7%         17      -0.4%
     LAC                   128       -10.3%     16.1%         42      -9.3%
     US                    468        -4.3%     -4.3%        379      -2.5%
                          ----                              ----
     Visa Inc.             969        -6.5%      4.0%        617      -5.5%

    Visa Credit Programs
     US                   $195       -15.5%    -15.5%       $176      -9.7%
     Rest of World         236       -11.9%      7.3%        204     -11.0%
                          ----                              ----
     Visa Inc.             431       -13.6%     -4.4%        380     -10.4%

    Visa Debit Programs
     US                   $272         5.8%      5.8%       $202       4.7%
     Rest of World         265        -5.4%     19.0%         34      -2.5%
                          ----                              ----
     Visa Inc.             537         0.0%     12.0%        236       3.6%



                          Growth      Payments         Cash         Growth
                        (Constant    Transactions      Volume       (Nominal
                           USD)       (millions)    ($ billions)      USD)

    All Visa Credit
     & Debit
     Asia Pacific         10.2%         2,176            $82          -4.2%
     Canada                0.5%           347              4         -30.6%
     CEMEA                19.5%           294             91          -5.6%
     LAC                  15.2%         1,283             86         -10.7%
     US                   -2.5%         7,502             89         -10.9%
                                       ------            ---
     Visa Inc.             2.0%        11,602            352          -8.3%

    Visa Credit Programs
     US                   -9.7%         2,083            $19         -47.0%
     Rest of World         8.0%         3,105             32         -17.7%
                                       ------            ---
     Visa Inc.            -1.0%         5,187             51         -31.7%

    Visa Debit Programs
     US                    4.7%         5,419            $70           9.4%
     Rest of World        25.3%           996            231          -5.8%
                                       ------            ---
     Visa Inc.             7.2%         6,415            301          -2.7%



                          Growth         Cash
                        (Constant    Transactions     Accounts        Cards
                           USD)       (millions)      (millions)    (millions)

    All Visa Credit
     & Debit
     Asia Pacific         13.3%           545            420           506
     Canada              -10.3%             9             23            31
     CEMEA                19.7%           666            178           182
     LAC                  16.6%           775            313           341
     US                  -10.9%           708            480           664
                                       ------          -----         -----
     Visa Inc.             7.8%         2,703          1,415         1,723

    Visa Credit Programs
     US                  -47.0%            22            240           318
     Rest of World         3.1%           131            418           480
                                       ------          -----         -----
     Visa Inc.           -23.7%           153            658           798

    Visa Debit Programs
     US                    9.4%           686            241           346
     Rest of World        18.1%         1,864            517           579
                                       ------          -----         -----
     Visa Inc.            16.0%         2,550            757           925



                         For the 3 Months Ended December 31, 2008

                           Total     Growth    Growth    Payments    Growth
                          Volume    (Nominal (Constant    Volume    (Nominal
                       ($ billions)    USD)      USD)  ($ billions)   USD)

    All Visa Credit
     & Debit
     Asia Pacific         $243         1.1%     12.3%       $161       2.1%
     Canada                 43       -16.3%      2.1%         38     -15.4%
     CEMEA                 136        18.5%     34.5%         20      11.9%
     LAC                   144        -1.2%     21.7%         47      -0.4%
     US                    505        -2.0%     -2.0%        409      -1.0%
                         -----                              ----
     Visa Inc.           1,071         0.3%      7.9%        675      -0.9%

    Visa Credit Programs
     US                   $230        -9.2%     -9.2%       $203      -6.9%
     Rest of World         266        -2.3%     11.7%        228      -1.6%
                         -----                              ----
     Visa Inc.             496        -5.6%      0.9%        431      -4.2%

    Visa Debit Programs
     US                   $275         5.1%      5.1%       $206       5.6%
     Rest of World         301         7.1%     25.1%         38       5.9%
                         -----                              ----
     Visa Inc.             575         6.1%     14.7%        244       5.6%



                          Growth      Payments         Cash         Growth
                        (Constant    Transactions      Volume       (Nominal
                           USD)       (millions)    ($ billions)      USD)

    All Visa Credit
     & Debit
     Asia Pacific         13.2%         2,227            $82          -0.9%
     Canada                3.2%           395              4         -23.5%
     CEMEA                30.3%           306            117          19.7%
     LAC                  21.3%         1,344             97          -1.6%
     US                   -1.0%         7,825             96          -5.7%
                                       ------            ---
     Visa Inc.             4.4%        12,097            396           2.5%

    Visa Credit Programs
     US                   -6.9%         2,375            $27         -23.2%
     Rest of World        12.0%         3,228             37          -5.9%
                                       ------            ---
     Visa Inc.             2.2%         5,603             65         -14.1%

    Visa Debit Programs
     US                    5.6%         5,450            $69           3.7%
     Rest of World        28.7%         1,043            263           7.3%
                                       ------            ---
     Visa Inc.             8.6%         6,493            332           6.5%


                          Growth         Cash
                        (Constant    Transactions     Accounts        Cards
                           USD)       (millions)      (millions)    (millions)

    All Visa Credit
     & Debit
     Asia Pacific         10.5%           533            414           501
     Canada               -6.6%             9             23            30
     CEMEA                35.2%           708            174           179
     LAC                  21.9%           848            312           340
     US                   -5.7%           714            484           668
                                       ------          -----         -----
     Visa Inc.            14.3%         2,812          1,407         1,718

    Visa Credit Programs
     US                  -23.2%            28            258           334
     Rest of World        10.2%           148            415           478
                                       ------          -----         -----
     Visa Inc.            -6.9%           176            673           813

    Visa Debit Programs
     US                    3.7%           687            227           333
     Rest of World        24.6%         1,949            507           572
                                       ------          -----         -----
     Visa Inc.            19.6%         2,636            734           905



                        For the 3 Months Ended September 30, 2008

                           Total     Growth    Growth    Payments    Growth
                          Volume    (Nominal (Constant    Volume    (Nominal
                       ($ billions)    USD)      USD)  ($ billions)   USD)

    All Visa Credit
     & Debit
     Asia Pacific         $250        16.4%     20.4%       $163      16.3%
     Canada                 50         5.5%      9.1%         44       6.9%
     CEMEA                 144        43.4%     44.4%         21      38.6%
     LAC                   159        31.3%     26.5%         51      32.9%
     US                    524         7.1%      7.1%        421       8.6%
                         -----                               ---
     Visa Inc.           1,127        15.9%     16.4%        701      12.4%

    Visa Credit Programs
     US                   $244         1.7%      1.7%       $213       3.5%
     Rest of World         280        15.6%     18.9%        239      16.1%
                         -----                               ---
     Visa Inc.             525         8.7%     10.2%        452       9.8%

    Visa Debit Programs
     US                   $280        12.4%     12.4%       $208      14.3%
     Rest of World         322        33.8%     32.7%         41      37.5%
                         -----                               ---
     Visa Inc.             602        22.9%     22.4%        249      17.5%



                          Growth      Payments         Cash         Growth
                        (Constant    Transactions      Volume       (Nominal
                           USD)       (millions)    ($ billions)      USD)

    All Visa Credit
     & Debit
     Asia Pacific         20.5%         2,144            $87          16.6%
     Canada               10.6%           395              5          -4.9%
     CEMEA                42.1%           280            123          44.3%
     LAC                  28.5%         1,237            108          30.5%
     US                    8.6%         7,680            103           1.6%
                                       ------            ---
     Visa Inc.            13.4%        11,737            426          22.0%

     Visa Credit Programs
     US                    3.5%         2,363            $31          -9.2%
     Rest of World        19.2%         3,115             41          12.9%
                                       ------            ---
     Visa Inc.            11.2%         5,478             73           2.2%

    Visa Debit Programs
     US                   14.3%         5,318            $71           7.3%
     Rest of World        37.8%           941            282          33.3%
                                       ------            ---
     Visa Inc.            17.5%         6,259            353          27.1%



                          Growth         Cash
                        (Constant    Transactions     Accounts        Cards
                           USD)       (millions)      (millions)    (millions)

    All Visa Credit
     & Debit
     Asia Pacific         20.1%           525            400           480
     Canada               -1.6%             9             24            32
     CEMEA                44.8%           671            169           176
     LAC                  25.5%           798            301           334
     US                    1.6%           744            474           651
                                        -----          -----         -----
     Visa Inc.            21.8%         2,748          1,368         1,673

    Visa Credit Programs
     US                   -9.2%            30            263           336
     Rest of World        17.4%           153            410           473
                                        -----          -----         -----
     Visa Inc.             4.2%           183            672           809

    Visa Debit Programs
     US                    7.3%           714            211           314
     Rest of World        32.0%         1,851            484           549
                                        -----          -----         -----
     Visa Inc.            26.2%         2,565            695           864




                           For the 3 Months Ended June 30, 2008

                           Total     Growth    Growth    Payments    Growth
                          Volume    (Nominal (Constant    Volume    (Nominal
                       ($ billions)    USD)      USD)  ($ billions)   USD)

    All Visa Credit
     & Debit
     Asia Pacific         $250        24.3%     21.1%       $162      22.4%
     Canada                 51        14.3%     10.3%         45      14.5%
     CEMEA                 131        45.8%     40.7%         19      37.8%
     LAC                   155        35.4%     22.9%         50      40.3%
     US                    526         8.8%      8.8%        423       9.7%
                         -----                               ---
     Visa Inc.           1,113        19.2%     16.5%        699      15.2%

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

    Visa Debit Programs
     US                   $280        12.6%     12.6%       $210      15.0%
     Rest of World         309        39.4%     31.0%         38      40.3%
                         -----                               ---
     Visa Inc.             589        25.2%     21.5%        248      18.2%



                          Growth      Payments         Cash         Growth
                        (Constant    Transactions      Volume       (Nominal
                           USD)       (millions)    ($ billions)      USD)

    All Visa Credit
     & Debit
     Asia Pacific         18.9%         2,032            $88          28.0%
     Canada               10.4%           383              6          13.0%
     CEMEA                38.1%           255            112          47.2%
     LAC                  27.5%         1,160            105          33.2%
     US                    9.7%         7,661            103           4.9%
                                       ------            ---
     Visa Inc.            13.6%        11,490            414          26.6%

    Visa Credit Programs
     US                    5.0%         2,333            $34           2.9%
     Rest of World        18.3%         2,969             40          16.4%
                                       ------            ---
     Visa Inc.            11.6%         5,303             74           9.8%

    Visa Debit Programs
     US                   15.0%         5,327            $69           5.9%
     Rest of World        31.9%           860            271          39.3%
                                       ------            ---
     Visa Inc.            17.3%         6,187            340          30.9%



                          Growth         Cash
                        (Constant    Transactions     Accounts        Cards
                           USD)       (millions)      (millions)    (millions)

    All Visa Credit
     & Debit
     Asia Pacific         25.5%           498            387           472
     Canada                9.0%             9             24            31
     CEMEA                41.2%           640            159           168
     LAC                  20.8%           754            303           328
     US                    4.9%           738            465           642
                                        -----          -----         -----
     Visa Inc.            21.8%         2,639          1,338         1,642

    Visa Credit Programs
     US                    2.9%            29            262           335
     Rest of World        15.3%           146            404           464
                                        -----          -----         -----
     Visa Inc.             9.3%           175            666           798

    Visa Debit Programs
     US                    5.9%           708            203           308
     Rest of World        30.8%         1,756            470           536
                                        -----          -----         -----
     Visa Inc.            24.9%         2,464            673           844



                          For the 3 Months Ended March 31, 2008

                           Total     Growth    Growth    Payments    Growth
                          Volume    (Nominal (Constant    Volume    (Nominal
                       ($ billions)    USD)      USD)  ($ billions)   USD)

    All Visa Credit
     & Debit
     Asia Pacific         $245        29.4%     22.5%       $159      26.5%
     Canada                 47        30.9%     10.0%         41      30.5%
     CEMEA                 114        40.8%     35.3%         17      40.4%
     LAC                   143        37.8%     22.4%         46      47.5%
     US                    488        10.8%     10.8%        389      12.0%
                         -----                               ---
     Visa Inc.           1,036        22.0%     16.6%        652      19.1%

    Visa Credit Programs
     US                   $231         8.0%      8.0%       $195       8.1%
     Rest of World         268        28.5%     18.5%        229      29.5%
                         -----                               ---
     Visa Inc.             499        18.1%     12.9%        424      18.7%

    Visa Debit Programs
     US                   $257        13.5%     13.5%       $193      16.2%
     Rest of World         280        39.6%     29.3%         35      44.1%
                         -----                               ---
     Visa Inc.             537        25.8%     20.3%        228      19.8%


                          Growth      Payments         Cash         Growth
                        (Constant    Transactions      Volume       (Nominal
                           USD)       (millions)    ($ billions)      USD)

    All Visa Credit
     & Debit
     Asia Pacific         19.4%         1,913            $85          35.2%
     Canada                9.7%           337              6          33.8%
     CEMEA                38.0%           236             96          40.9%
     LAC                  30.5%         1,123             97          33.7%
     US                   12.0%         7,080            100           6.5%
                                       ------            ---
     Visa Inc.            14.9%        10,689            384          27.2%

    Visa Credit Programs
     US                    8.1%         2,167            $36           7.5%
     Rest of World        19.1%         2,798             39          23.0%
                                       ------            ---
     Visa Inc.            13.2%         4,965             75          15.0%

    Visa Debit Programs
     US                   16.2%         4,913            $64           6.0%
     Rest of World        32.7%           812            245          38.9%
                                       ------            ---
     Visa Inc.            18.0%         5,725            309          30.6%


                          Growth         Cash
                        (Constant    Transactions     Accounts        Cards
                           USD)       (millions)      (millions)    (millions)

    All Visa Credit
     & Debit
     Asia Pacific         28.6%           458            376           457
     Canada               12.5%             9             24            31
     CEMEA                34.8%           584            148           156
     LAC                  18.8%           719            288           312
     US                    6.5%           689            456           664
                                        -----          -----         -----
     Visa Inc.            19.8%         2,460          1,291         1,620

    Visa Credit Programs
     US                    7.5%            30            260           368
     Rest of World        15.0%           134            387           446
                                        -----          -----         -----
     Visa Inc.            10.8%           164            647           814

    Visa Debit Programs
     US                    6.0%           659            196           297
     Rest of World        28.9%         1,636            448           510
                                        -----          -----         -----
     Visa Inc.            22.4%         2,296            644           806



                         For the 3 Months Ended December 31, 2007

                           Total     Growth    Growth    Payments    Growth
                          Volume    (Nominal (Constant    Volume    (Nominal
                       ($ billions)    USD)      USD)  ($ billions)   USD)

    All Visa Credit
     & Debit
     Asia Pacific         $241        28.4%     24.0%       $158      24.3%
     Canada                 51        29.3%     13.6%         45      28.5%
     CEMEA                 115        43.8%     38.5%         18      44.1%
     LAC                   145        33.3%     22.1%         47      44.1%
     US                    515        11.5%     11.5%        413      12.4%
                         -----                               ---
     Visa Inc.           1,067        21.5%     17.7%        681      18.5%

    Visa Credit Programs
     US                   $253         9.2%      9.2%       $218       9.7%
     Rest of World         272        26.7%     19.8%        232      27.3%
                         -----                               ---
     Visa Inc.             525        17.6%     14.1%        450      18.1%

    Visa Debit Programs
     US                   $261        13.8%     13.8%       $195      15.6%
     Rest of World         281        39.1%     31.2%         36      43.5%
                         -----                               ---
     Visa Inc.             542        25.6%     21.5%        231      19.2%


                          Growth      Payments         Cash         Growth
                        (Constant    Transactions      Volume       (Nominal
                           USD)       (millions)    ($ billions)      USD)

    All Visa Credit
     & Debit
     Asia Pacific         20.3%         1,931            $83          36.9%
     Canada               12.8%           382              6          36.5%
     CEMEA                40.5%           235             97          43.8%
     LAC                  31.3%         1,132             99          28.8%
     US                   12.4%         7,417            102           7.7%
                                       ------            ---
     Visa Inc.            15.6%        11,098            387          27.3%

    Visa Credit Programs
     US                    9.7%         2,462            $36           5.9%
     Rest of World        20.3%         2,863             40          23.2%
                                       ------            ---
     Visa Inc.            14.6%         5,326             75          14.4%

    Visa Debit Programs
     US                   15.6%         4,955            $66           8.7%
     Rest of World        34.0%           817            245          38.5%
                                       ------            ---
     Visa Inc.            17.7%         5,772            311          30.9%


                          Growth        Cash
                        (Constant    Transactions     Accounts        Cards
                           USD)       (millions)      (millions)    (millions)

    All Visa Credit
     & Debit
     Asia Pacific         31.7%           452            368           446
     Canada               19.9%             9             23            31
     CEMEA                38.2%           590            139           147
     LAC                  18.1%           757            284           307
     US                    7.7%           715            455           660
                                        -----          -----         -----
     Visa Inc.            21.8%         2,523          1,269         1,591

    Visa Credit Programs
     US                    5.9%            33            259           365
     Rest of World        17.2%           136            372           431
                                        -----          -----         -----
     Visa Inc.            11.2%           169            630           796

    Visa Debit Programs
     US                    8.7%           682            197           295
     Rest of World        30.8%         1,672            442           500
                                        -----          -----         -----
     Visa Inc.            24.8%         2,354            639           795



                        For the 3 Months Ended September 30, 2007

                           Total     Growth    Growth    Payments    Growth
                          Volume    (Nominal (Constant    Volume    (Nominal
                       ($ billions)    USD)      USD)  ($ billions)   USD)


    All Visa Credit
     & Debit
     Asia Pacific         $215        25.6%     20.6%       $140      22.1%
     Canada                 47        22.7%     12.9%         42      21.4%
     CEMEA                 101        43.0%     38.8%         15      39.0%
     LAC                   121        26.7%     18.9%         38      38.5%
     US                    489         9.7%      9.7%        388      10.8%
                           ---                               ---
     Visa Inc.             973        18.4%     15.8%        623      15.9%

    Visa Credit Programs
     US                   $240         6.7%      6.7%       $206       8.5%
     Rest of World         243        22.5%     17.1%        206      23.6%
                           ---                               ---
     Visa Inc.             483        14.1%     11.6%        412      15.6%

    Visa Debit Programs
     US                   $249        12.7%     12.7%       $182      13.5%
     Rest of World         241        36.0%     28.6%         29      39.6%
                           ---                               ---
     Visa Inc.             490        23.1%     20.0%        212      16.5%



                          Growth      Payments         Cash         Growth
                        (Constant    Transactions      Volume       (Nominal
                           USD)       (millions)    ($ billions)      USD)
    All Visa Credit
     & Debit
     Asia Pacific         17.5%         1,796            $74          32.8%
     Canada               11.8%           362              6          33.0%
     CEMEA                35.6%           211             85          43.8%
     LAC                  29.5%         1,004             83          21.9%
     US                   10.8%         7,039            101           5.7%
                                       ------            ---
     Visa Inc.            13.8%        10,411            349          23.3%

    Visa Credit Programs
     US                    8.5%         2,314            $35          -2.8%
     Rest of World        17.8%         2,654             37          16.4%
                                       ------            ---
     Visa Inc.            12.9%         4,968             71           6.2%

    Visa Debit Programs
     US                   13.5%         4,724            $67          10.7%
     Rest of World        31.3%           718            211          35.5%
                                       ------            ---
     Visa Inc.            15.6%         5,442            278          28.6%



                          Growth         Cash
                        (Constant    Transactions     Accounts        Cards
                           USD)       (millions)      (millions)    (millions)

    All Visa Credit
     & Debit
     Asia Pacific         26.8%           417            348           427
     Canada               22.5%             9             23            31
     CEMEA                39.4%           545            125           136
     LAC                  14.6%           691            267           289
     US                    5.7%           730            440           642
                                        -----          -----         -----
     Visa Inc.            19.3%         2,392          1,203         1,526

    Visa Credit Programs
     US                   -2.8%            34            253           358
     Rest of World        13.5%           128            353           410
                                        -----          -----         -----
     Visa Inc.             4.8%           162            607           769

    Visa Debit Programs
     US                   10.7%           696            187           284
     Rest of World        28.3%         1,534            409           473
                                        -----          -----         -----
     Visa Inc.            23.6%         2,230            596           757



                           For the 3 Months Ended June 30, 2007


                           Total     Growth    Growth    Payments    Growth
                          Volume    (Nominal (Constant    Volume    (Nominal
                       ($ billions)    USD)      USD)  ($ billions)   USD)

    All Visa Credit
     & Debit
     Asia Pacific         $201        20.6%     16.6%       $132      19.9%
     Canada                 45        18.2%     12.0%         40      17.4%
     CEMEA                  90        38.7%     37.3%         14      32.4%
     LAC                   114        32.4%     18.9%         35      41.8%
     US                    484         9.6%      9.6%        386      10.4%
                           ---                               ---
     Visa Inc.             934        17.1%     14.6%        606      14.8%

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

    Visa Debit Programs
     US                   $248        12.8%     12.8%       $183      12.9%
     Rest of World         222        34.2%     24.9%         27      39.1%
                           ---                               ---
     Visa Inc.             470        21.9%     18.4%        210      15.7%




                          Growth      Payments         Cash         Growth
                        (Constant    Transactions      Volume       (Nominal
                           USD)       (millions)    ($ billions)      USD)

    All Visa Credit
     & Debit
     Asia Pacific         16.8%         1,708            $69          21.9%
     Canada               11.3%           352              5          24.5%
     CEMEA                32.8%           197             76          39.9%
     LAC                  27.7%           945             79          28.6%
     US                   10.4%         6,907             98           6.3%
                                       ------            ---
     Visa Inc.            13.3%        10,108            327          21.8%

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

    Visa Debit Programs
     US                   12.9%         4,656            $65          12.5%
     Rest of World        28.9%           682            195          33.5%
                                       ------            ---
     Visa Inc.            14.8%         5,339            260          27.5%



                          Growth         Cash
                        (Constant    Transactions     Accounts        Cards
                           USD)       (millions)      (millions)    (millions)

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

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

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



                          For the 12 Months Ended March 31, 2009

                           Total     Growth    Growth    Payments    Growth
                          Volume    (Nominal (Constant    Volume    (Nominal
                       ($ billions)    USD)      USD)  ($ billions)   USD)

    All Visa Credit
     & Debit
     Asia Pacific         $972         7.8%     16.2%       $633       7.4%
     Canada                179        -5.4%      5.6%        160      -4.5%
     CEMEA                 520        24.0%     35.1%         77      20.6%
     LAC                   586        11.8%     22.0%        189      13.4%
     US                  2,022         2.3%      2.3%      1,632       3.6%
                         -----                             -----
     Visa Inc.           4,279         6.7%     11.2%      2,691       5.0%

    Visa Credit Programs
     US                   $916        -4.6%     -4.6%       $805      -2.0%
     Rest of World       1,060         4.9%     14.1%        909       5.6%
                         -----                             -----
     Visa Inc.           1,976         0.3%      4.6%      1,713       1.9%

    Visa Debit Programs
     US                 $1,106         8.9%      8.9%       $827       9.7%
     Rest of World       1,197        17.0%     27.1%        151      18.2%
                         -----                             -----
     Visa Inc.           2,303        13.0%     17.7%        977      10.9%


                          Growth      Payments         Cash         Growth
                        (Constant    Transactions      Volume       (Nominal
                           USD)       (millions)    ($ billions)      USD)

    All Visa Credit
     & Debit
     Asia Pacific         15.7%         8,580           $339           8.8%
     Canada                6.6%         1,519             19         -12.2%
     CEMEA                32.5%         1,136            443          24.6%
     LAC                  23.3%         5,023            397          11.1%
     US                    3.6%        30,668            391          -2.6%
                                       ------          -----
     Visa Inc.             8.3%        46,926          1,588           9.8%

    Visa Credit Programs
     US                   -2.0%         9,154           $111         -19.8%
     Rest of World        14.5%        12,417            151           0.8%
                                       ------          -----
     Visa Inc.             6.1%        21,571            263          -9.1%

    Visa Debit Programs
     US                    9.7%        21,514           $279           6.5%
     Rest of World        31.0%         3,840          1,046          16.8%
                                       ------          -----
     Visa Inc.            12.5%        25,355          1,326          14.5%



                          Growth         Cash
                        (Constant    Transactions     Accounts        Cards
                           USD)       (millions)      (millions)    (millions)

    All Visa Credit
     & Debit
     Asia Pacific         17.3%         2,101            420           506
     Canada               -1.9%            36             23            31
     CEMEA                35.6%         2,685            178           182
     LAC                  21.4%         3,175            313           341
     US                   -2.6%         2,904            480           664
                                       ------          -----         -----
     Visa Inc.            16.5%        10,901          1,415         1,723

    Visa Credit Programs
     US                  -19.8%           109            240           318
     Rest of World        11.8%           578            418           480
                                       ------          -----         -----
     Visa Inc.            -4.2%           687            658           798

    Visa Debit Programs
     US                    6.5%         2,795            241           346
     Rest of World        26.5%         7,419            517           579
                                       ------          -----         -----
     Visa Inc.            21.7%        10,214            757           925


                          For the 12 Months Ended March 31, 2008

                           Total     Growth    Growth    Payments    Growth
                          Volume    (Nominal (Constant    Volume    (Nominal
                       ($ billions)    USD)      USD)  ($ billions)   USD)

    All Visa Credit
     & Debit
     Asia Pacific         $901        26.2%     20.9%       $590      23.3%
     Canada                190        25.2%     12.2%        167      24.4%
     CEMEA                 419        41.7%     37.5%         64      39.2%
     LAC                   524        32.7%     20.5%        167      43.2%
     US                  1,976        10.4%     10.4%      1,575      11.4%
                         -----                             -----
     Visa Inc.           4,010        19.8%     16.2%      2,563      17.1%

    Visa Credit Programs
     US                   $960         7.6%      7.6%       $821       8.7%
     Rest of World       1,011        24.5%     17.9%        860      25.6%
                         -----                             -----
     Visa Inc.           1,971        15.6%     12.4%      1,682      16.7%

    Visa Debit Programs
     US                 $1,016        13.2%     13.2%       $754      14.6%
     Rest of World       1,023        37.4%     28.5%        127      41.8%
                         -----                             -----
     Visa Inc.           2,039        24.2%     20.1%        881      17.8%



                          Growth      Payments         Cash         Growth
                        (Constant    Transactions      Volume       (Nominal
                           USD)       (millions)    ($ billions)      USD)

    All Visa Credit
     & Debit
     Asia Pacific         18.5%         7,347           $312          31.9%
     Canada               11.5%         1,433             22          32.0%
     CEMEA                36.7%           879            355          42.1%
     LAC                  29.7%         4,204            357          28.3%
     US                   11.4%        28,443            401           6.6%
                                       ------          -----
     Visa Inc.            14.4%        42,306          1,447          25.0%

    Visa Credit Programs
     US                    8.7%         9,195           $139           1.5%
     Rest of World        18.5%        10,834            150          18.8%
                                       ------          -----
     Visa Inc.            13.3%        20,028            289           9.8%

    Visa Debit Programs
     US                   14.6%        19,248           $262           9.5%
     Rest of World        31.7%         3,029            896          36.8%
                                       ------          -----
     Visa Inc.            16.6%        22,278          1,158          29.5%



                          Growth         Cash
                        (Constant    Transactions     Accounts        Cards
                           USD)       (millions)      (millions)    (millions)

    All Visa Credit
     & Debit
     Asia Pacific         25.6%         1,701            376           457
     Canada               18.3%            37             24            31
     CEMEA                37.7%         2,227            148           156
     LAC                  16.6%         2,836            288           312
     US                    6.6%         2,855            456           664
                                        -----          -----         -----
     Visa Inc.            19.5%         9,655          1,291         1,620

    Visa Credit Programs
     US                    1.5%           129            260           368
     Rest of World        14.1%           518            387           446
                                        -----          -----         -----
     Visa Inc.             7.3%           648            647           814

    Visa Debit Programs
     US                    9.5%         2,726            196           297
     Rest of World        28.0%         6,281            448           510
                                        -----          -----         -----
     Visa Inc.            23.0%         9,007            644           806






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

    3 Months Ended
    --------------
    Jun 30, 2009               10,266                  8%
    Mar 31, 2009                9,360                  6%
    Dec 31, 2008                9,797                  8%
    Sep 30, 2008                9,590                 11%
    Jun 30, 2008                9,473                 13%
    Mar 31, 2008                8,800                 15%
    Dec 31, 2007                9,094                 13%
    Sep 30, 2007                8,645                 12%

    12 Months Ended
    ---------------
    Jun 30, 2009               39,012                  8%
    Jun 30, 2008               36,012                 13%



SOURCE Visa Inc.
07/29/2009
CONTACT: Investor Relations, Jack Carsky, or Victoria Hyde-Dunn , +1-415-932-2213, ir@visa.com, or Media Relations, Paul Cohen , +1-415-932-2564, globalmedia@visa.com