News Details

Visa Inc. Posts Strong Fiscal Second Quarter 2009 Earnings Results and Reaffirms 2009 Adjusted Diluted Earnings Per Share Guidance

04/29/2009

- Adjusted quarterly net income of $553 million or $0.73 per diluted class A common share

- GAAP quarterly net income of $536 million or $0.71 per diluted class A common share

SAN FRANCISCO, April 29 /PRNewswire-FirstCall/ -- Visa Inc. (NYSE: V) today announced financial results for the company's fiscal second quarter 2009 ended March 31, 2009. On an adjusted basis (reflective of a normalized tax rate, restructuring and purchase amortization), net income for the quarter was $553 million, or $0.73 per diluted class A common share. GAAP net income for the quarter was $536 million, or $0.71 per diluted class A common share. The weighted average number of diluted class A common shares outstanding was 753 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 second quarter of 2009 was $1.6 billion, an increase of 13% 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.

"Despite the challenging economy, Visa continued to post strong operational and financial performance during our fiscal second quarter, and we remain confident in delivering our EPS guidance for FY 2009," said Joseph Saunders , Chairman and Chief Executive Officer of Visa Inc. "While expense management and efficiency remain key priorities, we will continue to carefully right-size our pricing structure and further invest in our business with the intent of driving incremental growth and realizing operating advantages."

"The resiliency in our business reflects the strength of Visa's credit, debit, and prepaid products worldwide, which continue to benefit from the ongoing secular shift from cash and check to electronic forms of payments," added Saunders. "These diverse products, combined with further expansion of our processing capabilities worldwide, should continue to benefit our shareholders, clients, and cardholders in the future."

Fiscal Second Quarter 2009 Financial Highlights:

Visa Inc.'s operational performance highlights for the fiscal second quarter, as measured by business activity through December 31, 2008, include:

-- Payments volume growth, on a nominal basis, was a negative 1% over the prior year at $675 billion;
-- Total volume, on a nominal basis and inclusive of cash volume, was $1.1 trillion, flat over the prior year;
-- Total cards carrying the Visa brands rose 8% worldwide over the prior year to over 1.7 billion; and
-- Total transactions increased by 9% over the prior year to 14.9 billion.

Total processed transactions, which represent transactions processed by VisaNet through March 31, 2009, totaled 9.4 billion, a 6% increase over the prior year.

For the fiscal second quarter 2009, service revenues were $804 million, an increase of over 2% versus the prior year, and are recognized based on payment volume in the prior quarter. All other revenue categories are recognized based on current quarter activity. Data processing revenues rose 10% over the prior year to $544 million. International transaction revenues, which are driven by cross-border payments volume, grew 18% over the prior year to $446 million, as the company benefited from previously enacted pricing initiatives. Other revenues, which include the Visa Europe licensing fee, were $148 million, up 17% over the prior year. Volume and support incentives, which are a contra revenue item, were $295 million, a decline of 13% over the prior year.

Adjusted total operating expenses were $745 million for the fiscal second quarter, a 5% decrease from the prior year's adjusted total operating expenses of $783 million. Total operating expenses on a GAAP basis were $766 million for the quarter, a 31% decrease from the prior year's total operating expenses of $1.1 billion.

Cash, cash equivalents, restricted cash, and investment securities were $5.8 billion at March 31, 2009.

Notable Events:

On March 2, 2009, the company unveiled its first global advertising campaign, entitled "More people go with Visa," reflecting the company's evolution to a single, global company. The new campaign enables Visa to align its worldwide marketing under a single theme that highlights the superior value Visa delivers versus cash and checks - including more security, more control and more convenience.

Also in March, MoneyGram International, a leading provider of global payment services, and Visa announced plans to introduce Visa ReadyLink - Visa's prepaid load network - in MoneyGram's 40,000 agent locations across the United States, providing financially underserved consumers with more convenient options to add funds to their Visa reloadable prepaid cards. MoneyGram joins more than 8,000 participating Visa ReadyLink locations, further extending the convenience and security of reload services to Visa prepaid cardholders in more convenient, everyday shopping locations.

On April 23, 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 June 2, 2009 to all holders of record of Visa's class A, class B and class C common stock as of May 15, 2009.

Also in April, the Board of Directors approved a program in which class C stockholders may liquidate up to 30% of their class C shares between July 1 and September 30, 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.

Financial Outlook:

Visa Inc. updates its financial outlook for the following metric for full-year 2009:

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

Visa Inc. updates its financial outlook for the following metric for full-year 2010:

-- Annual adjusted operating margin in the high 40% to low 50% range.

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; and
-- Capital expenditures in the range of $300 to $350 million in 2009 and representing 3 to 4% of gross revenues in 2010.

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

Fiscal Second 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 or Will Valentine , 415-932-2564, globalmedia@visa.com

    Visa Inc.
    Selected Consolidated Statements of Operations
    (unaudited)

                                              Three months    Six months
                                                 ended          ended
                                               March 31,      March 31,
                                               ----------     ----------
                                               2009   2008    2009    2008
                                               ----   ----    ----    ----
                                          (in millions except per share data)

    Operating Revenues
    Service revenues                           $804   $792  $1,597  $1,524
    Data processing revenues                    544    494   1,098     986
    International transaction revenues          446    379     951     760
    Other revenues                              148    126     304     259
    Volume and support incentives              (295)  (338)   (564)   (588)
                                               ----   ----    ----    ----
    Total operating revenues                  1,647  1,453   3,386   2,941
                                              -----  -----   -----   -----

    Operating Expenses
    Personnel                                   272    289     547     572
    Network, EDP and communications              92     78     185     161
    Advertising, marketing and promotion        196    215     406     425
    Professional and consulting fees             84     96     164     194
    Depreciation and amortization                56     59     108     121
    Administrative and other                     66     75     129     149
    Litigation provision                          -    292       -     292
                                                  -    ---       -     ---
    Total operating expenses                    766  1,104   1,539   1,914
                                                ---  -----   -----   -----

    Operating income                            881    349   1,847   1,027
                                                ---    ---   -----   -----

    Other Income (Expense)
    Equity in earnings of unconsolidated
     affiliates                                   1      -       -       1
    Interest expense                            (30)   (41)    (60)    (86)
    Investment income, net                       34     34      53      75
    Other                                         1     28       -      36
                                                  -     --       -      --
    Total other income (expense)                  6     21      (7)     26
                                                  -     --      --      --

    Income before income taxes and minority
     interest                                   887    370   1,840   1,053
    Income tax expense                          352     56     731     315
                                                ---     --     ---     ---

    Income before minority interest             535    314   1,109     738
    Minority interest                             1      -       1       -
                                                  -      -       -       -
    Net income                                 $536   $314  $1,110    $738
                                               ====   ====  ======    ====

    Basic net income per share
       Class A common stock                   $0.71  $0.39   $1.45   $0.93
                                              =====  =====   =====   =====
       Class B common stock                   $0.45  $0.37   $0.97   $0.92
                                              =====  =====   =====   =====
       Class C common stock                   $0.71          $1.45
                                              =====          =====
       Class C (series I) common stock               $0.39           $0.93
                                                     =====           =====
       Class C (series II) common stock              $0.30           $0.81
                                                     =====           =====
       Class C (series III and IV) common stock      $0.39           $0.93
                                                     =====           =====


    Basic weighted average shares outstanding
       Class A common stock                     447     64     447      32
                                                ===     ==     ===      ==
       Class B common stock                     246    415     246     421
                                                ===    ===     ===     ===
       Class C common stock                     152            152
                                                ===            ===
       Class C (series I) common stock                 255             257
                                                       ===             ===
       Class C (series II) common stock                 35              32
                                                        ==              ==
       Class C (series III and IV) common stock         58              60
                                                        ==              ==

    Diluted net income per share
       Class A common stock                   $0.71  $0.39   $1.45   $0.93
                                              =====  =====   =====   =====
       Class B common stock                   $0.45  $0.37   $0.97   $0.92
                                              =====  =====   =====   =====
       Class C common stock                   $0.71          $1.45
                                              =====          =====
       Class C (series I) common stock               $0.39           $0.93
                                                     =====           =====
       Class C (series II) common stock              $0.30           $0.81
                                                     =====           =====
       Class C (series III and IV) common stock      $0.39           $0.93
                                                     =====           =====

    Diluted weighted average shares outstanding
       Class A common stock                     753    778     762     762
                                                ===    ===     ===     ===
       Class B common stock                     246    415     246     421
                                                ===    ===     ===     ===
       Class C common stock                     152            152
                                                ===            ===
       Class C (series I) common stock                 255             257
                                                       ===             ===
       Class C (series II) common stock                 35              32
                                                        ==              ==
       Class C (series III and IV) common stock         58              60
                                                        ==              ==


    Visa Inc.
    Selected Consolidated Balance Sheets
    (unaudited)

                                                   March 31,  September 30,
                                                       2009           2008
                                                       ----           ----
                                                (in millions except par value
                                                         and share data)
    Assets
    Cash and cash equivalents                        $3,363         $4,979
    Restricted cash - litigation escrow               1,611          1,298
    Investment securities
         Trading                                         76              -
         Available-for-sale                              50            355
    Settlement receivable                               879          1,131
    Accounts receivable                                 372            342
    Customer collateral                                 676            679
    Current portion of volume and support
     incentives                                         209            256
    Current portion of deferred tax assets              650            944
    Prepaid expenses and other current assets           339          1,190
                                                        ---          -----

          Total current assets                        8,225         11,174

    Restricted cash - litigation escrow                 490            630
    Investment securities, available-for-sale           200            244
    Volume and support incentives                       111            123
    Property, equipment and technology, net           1,155          1,080
    Other assets                                        687            634
    Intangible assets                                10,883         10,883
    Goodwill                                         10,213         10,213
                                                     ------         ------

          Total assets                              $31,964        $34,981
                                                    =======        =======

    Liabilities
    Accounts payable                                    $72           $159
    Settlement payable                                  760          1,095
    Customer collateral                                 676            679
    Accrued compensation and benefits                   273            420
    Volume and support incentives                       290            249
    Accrued liabilities                                 300            306
    Current portion of long-term debt                    52             51
    Current portion of accrued litigation             1,820          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                   4,243          7,165

    Long-term debt                                       50             55
    Accrued litigation                                  957          1,060
    Deferred tax liabilities                          3,859          3,811
    Other liabilities                                   731            613
                                                        ---            ---

          Total liabilities                           9,840         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                                     4              -

                                                          -          -----
          Total temporary equity and minority
           interest                                       4          1,136
                                                          -          -----


    Stockholders' Equity
    Preferred stock, $0.0001 par value,
     25,000,000 shares authorized and none
     issued                                               -              -
    Class A common stock, $0.0001 par value,
     2,001,622,245,209 shares authorized,
     449,019,664 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                   -              -
    Class C common stock, $0.0001 par value,
     1,097,165,602 shares authorized, 151,605,798
     issued and
     151,581,349 outstanding at March 31, 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                       21,077         21,060
    Class C treasury stock, 24,449 shares and
     525,443 shares, respectively                        (2)           (35)
    Accumulated income                                1,133            186
    Accumulated other comprehensive loss, net           (88)           (70)
                                                        ---            ---
          Total stockholders' equity and accumulated
           income                                    22,120         21,141
                                                     ------         ------

          Total liabilities, temporary equity and
           minority interest, and stockholders'
           equity                                   $31,964        $34,981
                                                    =======        =======



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

                                                      Six Months
                                                    Ended March 31,
                                                     ------------

                                                     2009     2008
                                                     ----     ----
                                                    (in millions)
    Operating Activities

    Net income                                     $1,110     $738
    Adjustments to reconcile net income to net
     cash provided by (used in) operating
     activities:
            Depreciation and amortization of
             property, equipment and technology       108      121
           Share-based compensation                    64       19
           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                     -      (36)
           Interest earned on litigation escrow,
            net of tax                                (12)       -
           Net recognized loss on investment
            securities, including other-than-
            temporary impairment                        8        8
           Asset impairment                             3        -
          Minority interest                            (1)       -
           Amortization of volume and support
            incentives                                564      588
           Accrued litigation and accretion            48      370
           Equity in earnings of unconsolidated
            affiliates                                  -       (1)
          Deferred income taxes                       338      124
    Change in operating assets and liabilities:
           Trading securities                          17        -
           Accounts receivable                        (30)      (3)
           Settlement receivable                      252     (569)
           Volume and support incentives             (464)    (676)
           Other assets                                (9)     (61)
           Accounts payable                           (87)     (54)
           Settlement payable                        (335)     273
           Accrued compensation and benefits         (146)    (154)
           Accrued and other liabilities               80       79
           Accrued litigation                      (1,062)  (1,131)
           Member deposits                              -       (3)
                                                      ---      ---

    Net cash provided by (used in) operating
     activities                                       418     (368)
                                                      ---     ----

    Investing Activities

    Investment securities, available-for-sale:
          Purchases                                     -   (1,500)
          Proceeds from sales and maturities          252    2,279
    Distribution from money market investment         840        -
    Cash acquired through reorganization                -    1,002
    Purchases of / contributions to other
     investments                                       (1)       -
    Dividends/distributions from other investments      1        1
    Purchases of property, equipment and
     technology                                      (136)    (237)
    Proceeds from sale of property, equipment and
     technology                                         -        4
                                                      ---        -

    Net cash provided by investing activities         956    1,549
                                                      ---    -----

    Financing Activities

    Proceeds from short-term borrowing                  -        2
    Payments on short-term borrowing                    -       (2)
    Proceeds from sale of common stock, net of
     issuance costs of $550                             -   19,100
    Tax benefit for share-based compensation            6        -
    Cash proceeds from exercise of stock options        2        -
    Funding of litigation escrow account -
     Retrospective Responsibility Plan             (1,100)  (3,000)
    Payments from litigation escrow account -
     Retrospective Responsibility Plan                939      945
    Funding of tax escrow account for income tax
     withheld on stock proceeds                         -     (116)
    Payment for redemption of Class C (series II)
     and Class C (series III) common stock         (2,646) (13,330)
    Dividends paid                                   (161)       -
    Principal payments on debt                         (4)     (12)
    Principal payments on capital lease
     obligations                                       (4)      (2)
                                                      ---      ---
    Net cash (used in) provided by financing
     activities                                    (2,968)   3,585
                                                   ------    -----

    Effect of exchange rate translation on cash
     and cash equivalents                             (22)       -
                                                      ---      ---
    (Decrease) increase in cash and cash
     equivalents                                   (1,616)   4,766
    Cash and cash equivalents at beginning of year  4,979      275
                                                    -----      ---

    Cash and cash equivalents at end of period     $3,363   $5,041
                                                   ======   ======

    Supplemental Disclosure of Cash Flow
     Information
              Income taxes paid, net of refunds      $324     $250
              Amounts included in accounts payable
               and accrued and other liabilities
               related to purchases of property,
               equipment and technology               $41     $(10)
              Interest payments on debt                $2       $4
              Common stock issued in acquisition       $-  $17,935
              Assets acquired in joint venture
               with note payable and equity
               interest issued                        $22       $-
                                                      ===      ===



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


                                              Fiscal 2008 Quarter Ended
                                     Dec. 31,  March 31,  June 30,  Sept. 30,
                                        2007      2008       2008      2008
                                     --------  ---------  --------  ---------

    Operating Revenues
    Service revenues                     $732       $792      $749       $788
    Data processing revenues              492        494       539        548
    International transaction
     revenues                             381        379       449        512
    Other revenues                        133        126       150        160
    Volume and support incentives        (250)      (338)     (274)      (299)
                                         ----       ----      ----       ----
               Total operating
                revenues                1,488      1,453     1,613      1,709
                                        -----      -----     -----      -----

    Operating Expenses
    Personnel                             283        289       310        317
    Network, EDP and communications        83         78        84         94
    Advertising, marketing and
     promotion                            210        215       271        320
    Professional and consulting fees       98         96       108        136
    Depreciation and amortization          62         59        57         59
    Administrative and other               74         75        85         98
    Litigation provision                    -        292        50      1,128
                                          ---        ---        --      -----
              Total operating
               expenses                   810      1,104       965      2,152
                                          ---      -----       ---      -----

    Operating income (loss)               678        349       648       (443)
                                          ---        ---       ---       ----

    Other Income (Expense)
    Equity in earnings of
     unconsolidated affiliates              1          -         -          -
    Interest expense                      (45)       (41)      (30)       (27)
    Investment income, net                 41         34        97         39
    Other                                   8         28        (1)         -
                                          ---        ---       ---        ---
             Total other income
              (expense)                     5         21        66         12
                                          ---        ---       ---        ---

    Income (loss) before income taxes     683        370       714       (431)
    Income tax expense/ (benefit)         259         56       292        (75)
                                          ---         --       ---        ---
    Income (loss) before minority
     interest                             424        314       422       (356)
    Minority interest                       -          -         -          -

                                         ----       ----      ----      -----
    Net income (loss)                    $424       $314      $422      $(356)
                                         ====       ====      ====      =====


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

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

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

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

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

    Income (loss) before income taxes                953             887
    Income tax expense/(benefit)                     379             352
                                                     ---             ---
    Income (loss) before
     minority interest                               574             535
    Minority interest                                  -               1
                                                     ---               -

    Net income (loss)                               $574            $536
                                                    ====            ====


    Adjusted Operating Income and Net Income
    US$ in millions

                                                Three             Three
                                             Months Ended      Months Ended
                                            March 31, 2009    March 31, 2008
                                            --------------    --------------

    Net income (as reported)                          $536              $314
      Addback: Income tax expense (as
       reported)                                       352                56
           Less: Minority interest
            (as reported)                               (1)                -
                                                       ---               ---
    Net income before taxes and minority
     interest (as reported)                           $887              $370

    Adjustments:
      Litigation reserve (1)                             -               285
      Restructuring (2)                                  4                19
      Asset step-up amortization (3)                    17                17

                                                       ---               ---
      Adjustments to operating income                   21               321

      Interest accretion on American
       Express settlement (4)                            9                23
      Interest expense on Discover
       settlement (5)                                    2                 -
      Investment income on Litigation
       Escrow and EU proceeds (6)                       (6)               (7)
      Underwater contract (LIBOR
       adjustment) (7)                                   -               (28)
                                                       ---               ---
      Adjustments to non-operating
       (expense) income                                  5               (12)

    Total adjustments                                   26               309

    Adjusted net income before tax                     913               679
    Adjusted income tax expense (8)                   (361)             (278)
      Addback: Minority interest (as
       reported)                                         1                 -

                                                      ----              ----
    Adjusted net income                               $553              $401
                                                      ====              ====

    Operating income (as reported)                    $881              $349
           Addback: Adjustments to operating
            income                                      21               321
                                                       ---               ---
    Adjusted operating income                         $902              $670
                                                      ====              ====
    Operating revenues (as reported)                $1,647            $1,453
    Adjusted operating margin                           55%               46%

    Total operating expenses (as
     reported)                                        $766            $1,104
            Less: Adjustments to operating
             expenses                                  (21)             (321)
                                                       ---              ----
    Adjusted operating expenses                       $745              $783
                                                      ====              ====


    (1) Litigation reserve related to the covered litigation. Settlement 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 held,
        including amounts held in the litigation escrow and 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 stock
        held by Visa Europe.

    (7) Other expense (income) recorded in the periods presented as a result
        of changes in the Company's estimated liability under the Framework
        Agreement, which governs its relationship with Visa Europe. The
        changes were primarily due to movement in the LIBOR rates in the
        periods presented. This liability terminated after the October 2008
         redemptions described above.

    (8) Reflects a normalized tax rate of 39.5% and 41% for fiscal 2009 and
        2008, respectively.



    Reconciliation of Non-GAAP Adjusted Operating Expenses
    US$ in millions
                         Three Months                 Three Months
                      Ended March 31, 2009         Ended March 31, 2008

                          Adjust-         As             Adjust-        As
                 Actual   ments        Adjusted Actual   ments       Adjusted
                 ------  -------       -------- ------  -------      --------
    Personnel      $272      $(4)(1)       $268   $289     $(17)(1)      $272
    Network, EDP
     and communi-
     cations         92        -             92     78        -            78
    Advertising,
     marketing and
     promotion      196        -            196    215        -           215
    Professional
     and consult-
     ing fees        84        -             84     96       (2)(1)        94
    Depreciation
     and amortiza-
     tion            56      (17)(2)         39     59      (17)(2)        42
    Administrative
     and other       66        -             66     75        -            75
    Litigation
     provision        -        -              -    292     (285)(3)         7
                    ---      ---            ---    ---     ----           ---
    Total
     operating
     expenses      $766     $(21)          $745 $1,104    $(321)         $783
                   ----     ----           ---- ------    -----          ----

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



    Reconciliation of Non-GAAP Adjusted Non-operating (Expense) Income
    US$ in millions
                         Three Months                 Three Months
                      Ended March 31, 2009         Ended March 31, 2008

                           Adjust-       As               Adjust-      As
                 Actual     ments     Adjusted  Actual     ments    Adjusted
                 ------    -------    --------  ------    -------   --------
    Equity in
     earnings of
     unconsoli-
     dated
     affiliates      $1        -            $1      $-        -           $-
    Interest
     expense        (30)      11 (1)       (19)    (41)      23 (1)      (18)
    Investment
     income, net     34       (6)(2)        28      34       (7)(2)       27
    Other             1        -             1      28      (28)(3)        -
                    ---      ---           ---     ---      ---          ---
    Total other
     income          $6       $5           $11     $21      (12)          $9
                    ---      ---           ---     ---      ---          ---


    (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 periods presented).  This non-GAAP financial measure has been
      presented to illustrate our per share results reflecting our capital
      structure after the redemption of all class C (series II) common stock
      and a portion of class C (series III) common stock, which the Company
      redeemed in October 2008.  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             Three
                                             Months Ended      Months Ended
                                            March 31, 2009    March 31, 2008
                                            --------------    --------------
                                         (in millions, except per share data)

      Adjusted net income                             $553              $401

      Weighted average number of diluted shares
       outstanding                                     753               779

                                                     -----             -----
      Adjusted diluted earnings per share            $0.73             $0.52
                                                     =====             =====



    Calculation of Free Cash Flow
    US$ in millions



                                                                 For the Six
                                                                    Months
                                    Additions (+) /                 Ended
                                     Reductions (-)                March 31,
                                     to Net income                   2009
                                    ---------------                -------
                                    Net income
                                     (as reported)                  $1,110

    Recurring Items:
      Capital Assets       +        Depreciation and amortization      108
                           -        Capital expenditures              (136)
    -------------------------------------------------------------------------

      Share-based
       compensation        +        Share-based compensation            64
    -------------------------------------------------------------------------

      Litigation           +        Litigation provision                 -
                           +        Accretion expense                   49
                           -        Settlement payments             (1,095)
    -------------------------------------------------------------------------

      Pension              +        Pension expense                     28
                           -        Pension contribution                (4)
    -------------------------------------------------------------------------

      Taxes                +        Income tax expense                 731
                           -        Income taxes paid                 (324)
    -------------------------------------------------------------------------

    Non-recurring Items(1):
                                    Settlement payments
      Covered                       funded by litigation
       Litigation          +        escrow                             939
                                    Tax benefit on
                                    settlement
                           -        payments                          (342)
                                    Settlement payments
                                    funded by
                           +        Morgan Stanley                      33
    -------------------------------------------------------------------------


                                    Total Free Cash Flow            $1,161
                                                                    ======

    (1) - 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 December 31, 2008, as well as the prior seven quarterly reporting periods and the 12 months ended December 31, 2008 and 2007, for cards carrying the Visa, Visa Electron and Interlink brands.

1. Branded Volume and Transactions

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

                      For the 3 Months Ended December 31, 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                            504    -2.1%    -2.1%       409     -1.1%
      Visa Inc.                   1,070     0.3%     7.8%       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                         $274     4.9%     4.9%      $206      5.5%
        Rest of World               301     7.1%    25.1%        38      5.9%
        Visa Inc.                   575     6.0%    14.6%       244      5.6%



                                           Payments
                                   Growth  Transact-     Cash    Growth
                                 (Constant   ions       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                            -1.1%     7,822        96     -6.1%
      Visa Inc.                      4.4%    12,093       396      2.4%

      Visa Credit Programs
        US                          -6.9%     2,374       $27    -23.2%
        Rest of World               12.0%     3,228        37     -5.9%
        Visa Inc.                    2.2%     5,602        65    -14.1%

      Visa Debit Programs
        US                           5.5%     5,447       $68      3.0%
        Rest of World               28.7%     1,043       263      7.3%
        Visa Inc.                    8.6%     6,491       331      6.4%


                                             Cash
                                    Growth   Trans-
                                   (Constant actions   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        178
      LAC                           21.9%      848        312        340
      US                            -6.1%      708        484        668
      Visa Inc.                     14.1%    2,805      1,407      1,717

      Visa Credit Programs
        US                         -23.2%       28        258        334
        Rest of World               10.2%      148        415        478
        Visa Inc.                   -6.9%      175        672        813

      Visa Debit Programs
        US                           3.0%      680        227        333
        Rest of World               24.6%    1,949        507        571
        Visa Inc.                   19.4%    2,630        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     7.2%    7.2%      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%   22.5%      249      17.5%


                                           Payments
                                   Growth  Transact-     Cash    Growth
                                 (Constant   ions       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%     7,681       103     1.6%
      Visa Inc.                     13.4%    11,738       426    22.0%

      Visa Credit Programs
        US                           3.5%     2,362       $31    -9.2%
        Rest of World               19.2%     3,115        41    12.9%
        Visa Inc.                   11.2%     5,477        73     2.1%

      Visa Debit Programs
        US                          14.3%     5,319       $71     7.3%
        Rest of World               37.8%       941       282    33.3%
        Visa Inc.                   17.6%     6,261       353    27.1%


                                            Cash
                                   Growth   Trans-
                                  (Constant actions   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%


                                           Payments
                                   Growth  Transact-     Cash    Growth
                                 (Constant   ions       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%     7,660       103     4.9%
      Visa Inc.                     13.6%    11,489       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%     5,302        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%


                                            Cash
                                   Growth   Trans-
                                  (Constant actions   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%    21.2%     $159    26.5%
      Canada                        47     30.9%    10.0%       41    30.5%
      CEMEA                        114     40.8%    36.6%       17    40.4%
      LAC                          143     37.8%    21.8%       46    47.5%
      US                           488     10.8%    10.8%      389    12.0%
      Visa Inc.                  1,036     22.0%    17.0%      652    19.1%

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

      Visa Debit Programs
       US                         $257     13.5%    13.5%     $193    16.2%
       Rest of World               280     39.6%    28.7%       35    44.1%
       Visa Inc.                   537     25.8%    21.0%      228    19.8%


                                           Payments
                                   Growth  Transact-     Cash    Growth
                                 (Constant   ions       Volume  (Nominal
                                     USD)  (millions)($ billions) USD)

    All Visa Credit & Debit
      Asia Pacific                  18.1%     1,913       $85     35.2%
      Canada                         9.7%       337         6     33.8%
      CEMEA                         38.9%       236        96     40.9%
      LAC                           30.1%     1,123        97     33.7%
      US                            12.0%     7,081       100      6.5%
      Visa Inc.                     15.0%    10,690       384     27.2%

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

      Visa Debit Programs
        US                          16.2%     4,914       $64      6.0%
        Rest of World               31.7%       812       245     38.9%
        Visa Inc.                   18.4%     5,726       309     30.6%



                                            Cash
                                   Growth   Trans-
                                  (Constant actions   Accounts    Cards
                                     USD)  (millions) (millions) (millions)

    All Visa Credit & Debit
      Asia Pacific                  27.4%      458       376        457
      Canada                        12.5%        9        24         31
      CEMEA                         36.2%      584       148        156
      LAC                           18.2%      719       288        312
      US                             6.5%      689       456        664
      Visa Inc.                     20.6%    2,460     1,291      1,620

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

      Visa Debit Programs
        US                           6.0%      659       196        297
        Rest of World               28.3%    1,636       448        510
        Visa Inc.                   23.0%    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     11.4%    11.4%      413    12.4%
      Visa Inc.                  1,067     21.5%    17.7%      681    18.5%

      Visa Credit Programs
        US                        $253      9.1%     9.1%     $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%


                                           Payments
                                   Growth  Transact-     Cash    Growth
                                 (Constant   ions       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%     7,416       102     7.7%
      Visa Inc.                     15.6%    11,097       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%     5,325        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%


                                            Cash
                                   Growth   Trans-
                                  (Constant actions   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    13.4%
        Rest of World              241     36.0%    28.6%       29    39.6%
        Visa Inc.                  490     23.1%    20.0%      212    16.5%


                                           Payments
                                   Growth  Transact-     Cash    Growth
                                 (Constant   ions       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%     7,038       101      5.7%
      Visa Inc.                     13.8%    10,410       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                          13.4%     4,724       $67     10.7%
        Rest of World               31.3%       718       211     35.5%
        Visa Inc.                   15.6%     5,442       278     28.6%


                                            Cash
                                   Growth   Trans-
                                  (Constant actions   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%


                                           Payments
                                   Growth  Transact-     Cash    Growth
                                 (Constant   ions       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%     2,250       $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%


                                            Cash
                                   Growth   Trans-
                                  (Constant actions   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 3 Months Ended March 31, 2007

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

    All Visa Credit & Debit
      Asia Pacific                $189     23.1%    18.8%     $126    20.8%
      Canada                        36     10.3%    11.8%       31     9.2%
      CEMEA                         81     44.8%    43.8%       12    35.3%
      LAC                          104     19.4%    19.6%       31    25.9%
      US                           441      9.2%     9.2%      347     9.0%
      Visa Inc.                    850     16.1%    15.4%      548    12.9%

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

      Visa Debit Programs
       US                         $226     10.5%    10.5%     $166    10.2%
       Rest of World               201     33.4%    30.4%       24    35.3%
       Visa Inc.                   427     20.2%    19.4%      191    12.9%


                                           Payments
                                   Growth  Transact-     Cash    Growth
                                 (Constant   ions       Volume  (Nominal
                                     USD)  (millions)($ billions) USD)


    All Visa Credit & Debit
      Asia Pacific                  17.0%    1,599        $63      28.1%
      Canada                        10.7%      309          4      19.1%
      CEMEA                         40.6%      183         68      46.6%
      LAC                           25.4%      904         72      16.8%
      US                             9.0%    6,265         94       9.8%
      Visa Inc.                     12.4%    9,260        302      22.3%

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

      Visa Debit Programs
        US                          10.2%    4,243        $60      11.4%
        Rest of World               32.5%      652        176      33.1%
        Visa Inc.                   12.8%    4,895        237      26.8%


                                            Cash
                                   Growth   Trans-
                                  (Constant actions   Accounts    Cards
                                     USD)  (millions) (millions) (millions)

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

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

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



                         For the 12 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              $988       16.8%     18.7%      $646     16.0%
      Canada                     190        6.5%      8.0%       169      7.0%
      CEMEA                      525       36.0%     39.1%        77     30.9%
      LAC                        600       23.9%     23.3%       193     27.4%
      US                       2,043        5.9%      5.9%     1,641      7.1%
      Visa Inc.                4,346       13.7%     14.3%     2,727     10.9%

      Visa Credit Programs
        US                      $952        0.9%      0.9%      $824      2.1%
        Rest of World          1,092       14.8%     16.6%       934     15.5%
        Visa Inc.              2,044        7.9%      8.7%     1,757      8.8%

      Visa Debit Programs
        US                    $1,091       10.7%     10.7%      $818     12.6%
        Rest of World          1,212       28.4%     29.4%       152     29.8%
        Visa Inc.              2,303       19.4%     19.8%       969     15.0%


                                            Payments
                                   Growth   Transact-     Cash     Growth
                                 (Constant    ions       Volume   (Nominal
                                    USD)   (millions) ($ billions)  USD)

    All Visa Credit & Debit
      Asia Pacific                   17.6%     8,317     $342       18.4%
      Canada                          8.6%     1,510       21        2.3%
      CEMEA                          37.3%     1,077      448       36.9%
      LAC                            26.8%     4,863      407       22.3%
      US                              7.1%    30,244      401        1.6%
      Visa Inc.                      11.5%    46,010    1,620       18.7%

      Visa Credit Programs
        US                            2.1%     9,236     $128       -5.9%
        Rest of World                16.9%    12,110      158       10.7%
        Visa Inc.                     9.4%    21,345      286        2.6%

      Visa Debit Programs
        US                           12.6%    21,008     $273        5.6%
        Rest of World                32.5%     3,656    1,061       28.2%
        Visa Inc.                    15.3%    24,664    1,333       22.8%


                                             Cash
                                   Growth    Trans-
                                  (Constant  actions   Accounts    Cards
                                     USD)  (millions) (millions) (millions)

    All Visa Credit & Debit
      Asia Pacific                  20.7%     2,015       414       501
      Canada                         3.5%        36        23        30
      CEMEA                         39.5%     2,603       174       178
      LAC                           21.6%     3,120       312       340
      US                             1.6%     2,879       484       668
      Visa Inc.                     19.5%    10,652     1,407     1,717

      Visa Credit Programs
        US                          -5.9%       117       258       334
        Rest of World               14.8%       581       415       478
        Visa Inc.                    4.5%       698       672       813

      Visa Debit Programs
        US                           5.6%     2,762       227       333
        Rest of World               28.9%     7,192       507       571
        Visa Inc.                   23.4%     9,954       734       905



                       For the 12 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               $846     24.6%     20.0%      $556     21.9%
      Canada                      179     20.6%     12.6%       158     19.6%
      CEMEA                       386     42.6%     39.4%        59     38.1%
      LAC                         484     28.2%     19.8%       152     38.0%
      US                        1,928     10.0%     10.0%     1,533     10.7%
      Visa Inc.                 3,823     18.4%     15.9%     2,458     15.6%

      Visa Credit Programs
        US                       $943      7.5%      7.5%      $807      8.7%
        Rest of World             951     21.8%     17.1%       808     22.9%
        Visa Inc.               1,894     14.2%     12.1%     1,615     15.4%

      Visa Debit Programs
        US                       $985     12.5%     12.5%      $727     13.1%
        Rest of World             944     35.9%     28.7%       117     39.7%
        Visa Inc.               1,929     22.8%     19.8%       843     16.2%


                                            Payments
                                    Growth  Transact-     Cash    Growth
                                  (Constant   ions       Volume   (Nominal
                                     USD)  (millions)($ billions)   USD)

    All Visa Credit & Debit
      Asia Pacific                   17.9%     7,034     $289       30.1%
      Canada                         11.6%     1,404       21       28.6%
      CEMEA                          37.3%       827      327       43.4%
      LAC                            28.5%     3,984      333       24.2%
      US                             10.7%    27,625      395        7.3%
      Visa Inc.                      13.8%    40,874    1,365       23.8%

      Visa Credit Programs
        US                            8.7%     9,047     $136        1.3%
        Rest of World                17.9%    10,379      143       15.7%
        Visa Inc.                    13.1%    19,427      279        8.2%

      Visa Debit Programs
        US                           13.1%    18,578     $258       10.8%
        Rest of World                31.6%     2,870      827       35.4%
        Visa Inc.                    15.3%    21,448    1,086       28.6%


                                            Cash
                                   Growth   Trans-
                                  (Constant actions   Accounts    Cards
                                     USD)  (millions) (millions) (millions)

    All Visa Credit & Debit
      Asia Pacific                   24.2%    1,624       368       446
      Canada                         20.2%       37        23        31
      CEMEA                          39.8%    2,120       139       147
      LAC                            16.2%    2,775       284       307
      US                              7.3%    2,863       455       660
      Visa Inc.                      19.8%    9,419     1,269     1,591

      Visa Credit Programs
        US                            1.3%      129       259       365
        Rest of World                12.7%      490       372       431
        Visa Inc.                     6.7%      619       630       796

      Visa Debit Programs
        US                           10.8%    2,735       197       295
        Rest of World                28.3%    6,066       442       500
        Visa Inc.                    23.6%    8,801       639       795

Footnote

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

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

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

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

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

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

2. Processed Transactions

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

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

    3 Months Ended
    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%
    Jun 30, 2007        8,411         13%

    12 Months Ended
    Mar 31, 2009       38,219         11%
    Mar 31, 2008       34,950         14%

SOURCE Visa Inc.
04/29/2009
CONTACT: Investor Relations: Jack Carsky or Victoria Hyde-Dunn , +1-415-932-2213, ir@visa.com, or Media Relations: Paul Cohen or Will Valentine , 415-932-2564, globalmedia@visa.com
/Web Site: http://www.corporate.visa.com/