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Visa Inc. Reports Fiscal Third Quarter 2008 Earnings Results

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

Net operating revenue in the fiscal third quarter 2008 was $1.6 billion, driven by strong contributions from service fees, data processing fees, and international transaction fees as payment volumes and processed transactions rose across all regions worldwide.

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

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

Fiscal Third Quarter 2008 Financial Highlights:

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

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

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

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

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

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

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

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

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

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

Management believes the presentation of adjusted operating income and adjusted net income provides a clearer understanding of the one-time items related to the Company's reorganization and initial public offering. These measures also adjust for expenses related to covered litigation that will be funded by the litigation escrow account through the retrospective responsibility plan and a $31 million after-tax charge taken in the third quarter related to non-recurring legacy litigation items. The third quarter charge is not funded by the litigation escrow account. These items have a significant impact on our financial results but are either non-recurring or have no operating cash impact. Recognizing that we have a very complex equity structure incorporating multiple classes and series of common stock, the Company has also presented adjusted diluted class A earnings per share calculated based on adjusted net income and the adjusted weighted average number of shares outstanding in the periods presented. This non-GAAP financial measure has been presented to illustrate our per share results reflecting our capital structure after the redemption of all class C (series II) common stock and a portion of class C (series III) common stock, which the Company intends to redeem in October 2008. The class C (series II) common stock is classified as temporary equity and the class C (series III) common stock is classified as a liability on the Company's consolidated balance sheet at June 30, 2008. Management believes this non-GAAP presentation provides the reader with a clearer understanding of our per share results by excluding those shares to be redeemed and allocating adjusted net income only to classes and series of common stock classified as permanent equity.

Fiscal Year-to-Date 2008 Results:

For the nine months ended June 30, 2008, Visa Inc. reported GAAP net income of $1.2 billion, or $1.44 per diluted class A common share. GAAP diluted class A common shares outstanding were 767 million.

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

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

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

Financial Outlook:

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

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

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

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

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

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

-- Annual adjusted diluted class A common earnings per share growth of 20% or greater; and

-- Annual free cash flow (cash flow from operations plus cash reimbursements from litigation escrow less capital spending) in excess of $1 billion.

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

Fiscal Third Quarter Results Webcast Information

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

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

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

About Visa Inc.

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

Forward Looking Statements

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

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

Visa Inc. Consolidated Statements of Operations (unaudited) For the three For the nine months ended months ended June 30, June 30, 2007 2007 2008 Pro forma 2008 Pro forma (in millions except per share data) Operating Revenues Service fees $749 $661 $2,273 $1,852 Data processing fees 539 449 1,525 1,196 Volume and support incentives (274) (175) (862) (498) International transaction fees 449 311 1,209 839 Other revenues 150 119 409 340 Total operating revenues 1,613 1,365 4,554 3,729 Operating Expenses Personnel 310 293 882 835 Network, EDP, and communications 84 87 245 224 Advertising, marketing, and promotion 271 244 696 631 Professional and consulting fees 108 159 302 396 Depreciation and amortization 57 55 178 164 Administrative and other 85 83 234 233 Litigation provision 50 - 342 15 Total operating expenses 965 921 2,879 2,498 Operating income 648 444 1,675 1,231 Other Income (Expense) Equity in earnings of unconsolidated affiliates - - 1 - Interest expense (30) (25) (116) (72) Investment income, net 97 56 172 132 Other (1) 8 35 8 Total other income (expense) 66 39 92 68 Income before income taxes 714 483 1,767 1,299 Income tax expense 292 184 607 505 Net income $422 $299 $1,160 $794 Basic net income per share (1) Class A common stock $0.51 $1.44 Class B common stock $0.36 $1.33 Class C (series I) common stock $0.51 $1.44 Class C (series II) common stock $0.12 $0.75 Class C (series III and IV) common stock $0.51 $1.44 Basic weighted average shares outstanding, in thousands (1) Class A common stock 446,600 169,512 Class B common stock 245,513 362,628 Class C (series I) common stock 124,503 212,779 Class C (series II) common stock 79,749 47,583 Class C (series III and IV) common stock 27,499 49,378 Diluted net income per share (1) Class A common stock $0.51 $1.44 Class B common stock $0.36 $1.33 Class C (series I) common stock $0.51 $1.44 Class C (series II) common stock $0.12 $0.75 Class C (series III and IV) common stock $0.51 $1.44 Diluted weighted average shares outstanding, in thousands (1) Class A common stock 776,090 766,983 Class B common stock 245,513 362,628 Class C (series I) common stock 124,506 212,780 Class C (series II) common stock 79,749 47,583 Class C (series III and IV) common stock 27,499 49,378 (1) There is no comparable earnings per share measure for 2007 as we were a non-stock company. Visa Inc. Consolidated Balance Sheets (unaudited) June 30, October 1, 2008 2007 (in millions) Assets Cash and cash equivalents $5,762 $1,278 Restricted cash - litigation escrow 1,291 - Investment securities, available-for-sale 477 842 Settlement receivable 1,230 587 Accounts receivable 342 318 Customer collateral 520 389 Current portion of volume and support incentives 257 135 Current portion of deferred tax assets 587 771 Prepaid and other current assets 295 381 Total current assets 10,761 4,701 Restricted cash - litigation escrow 700 - Investment securities, available-for-sale 188 743 Volume and support incentives 84 72 Property, equipment, and technology, net 1,048 906 Other assets 639 625 Intangible assets 10,883 10,883 Goodwill 10,139 9,139 Total assets $34,442 $27,069 Liabilities Accounts payable $109 $164 Settlement payable 1,153 644 Customer collateral 520 389 Accrued compensation and benefits 372 479 Volume and support incentives 310 294 Accrued liabilities 383 496 Current portion of long-term debt 11 84 Current portion of accrued litigation 1,606 2,236 Cash dividends payable 93 - Redeemable class C (series III) common stock, 35,263,585 shares outstanding at June 30, 2008 1,508 - Total current liabilities 6,065 4,786 Long-term debt 98 40 Accrued litigation 1,303 1,446 Deferred tax liabilities 3,545 3,758 Other liabilities 755 754 Total liabilities 11,766 10,784 Temporary Equity Class C (series II) common stock, $0.0001 par value, 218,582,801 shares authorized, 79,748,857 shares issued and outstanding at June 30, 2008, net of subscription receivable 1,127 - Total temporary equity 1,127 - Stockholders' Equity Preferred stock, $0.0001 par value, 25,000,000 shares authorized and none issued - - Class A common stock, $0.0001 par value, 2,001,622,245,209 shares authorized, 447,880,089 issued and outstanding - - Class B common stock, $0.0001 par value, 622,245,209 shares authorized, 245,513,385 issued and outstanding - - Class C (series I) common stock, $0.0001 par value, 813,582,801 shares authorized, 124,510,448 issued and outstanding - - Class C (series III) common stock, $0.0001 par value, 64,000,000 shares authorized, 26,949,616 issued and outstanding - - Class C (series IV) common stock, $0.0001 par value, 1,000,000 shares authorized, 549,587 issued and outstanding - - Additional paid-in capital 21,007 16,785 Accumulated income (deficit) 551 (500) Accumulated other comprehensive loss, net (9) - Total stockholders' equity and accumulated net income (deficit) 21,549 16,285 Total liabilities, temporary equity, and stockholders' equity $34,442 $27,069 VISA INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) For the Nine Months Ended June 30, 2008 2007 (1) (in millions) Operating Activities Net income $1,160 $608 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of property, equipment, and technology 178 85 Amortization of intangibles, investments, debt issuance cost, and accretion of member deposits - 8 Share-based compensation 47 - Fair value adjustment for liability under the framework agreement (35) - Interest earned on litigation escrow, net of tax (6) - Net recognized loss (gain) on investment securities, including other-than-temporary impairment 12 (2) (Gain) loss on disposal of property, equipment and technology (1) 1 Minority interest - 5 Amortization of volume and support incentives 862 346 Accrued litigation and accretion 447 69 Equity in earnings of unconsolidated affiliates (1) (38) Deferred income taxes 136 (2) Change in operating assets and liabilities: Accounts receivable (24) (14) Settlement receivable (642) 4 Volume and support incentives (980) (417) Other assets (76) 12 Accounts payable (60) (45) Settlement payable 510 (8) Accrued compensation and benefits (99) 5 Accrued and other liabilities 52 35 Accrued litigation (1,220) (2) Member deposits (3) (107) Net cash provided by operating activities 257 543 Investing Activities Investment securities, available-for-sale: Purchases (1,504) (2,202) Proceeds from sales and maturities 2,402 2,083 Cash acquired through reorganization 1,002 - Contributions to joint ventures - (1) Purchases of/contributions to other investments (24) - Distributions from other investments 22 - Purchases of property, equipment and technology (323) (76) Proceeds from sale of property, equipment and technology 4 - Net cash provided by (used in) investing activities 1,579 (196) Financing Activities Proceeds from short-term borrowing 2 - Payments on short-term borrowing (2) - Proceeds from sale of common stock, net of issuance costs of $550 19,100 - Funding of litigation escrow account - Retrospective Responsibility Plan (3,000) - Funding from litigation escrow account - Retrospective Responsibility Plan 1,015 - Funding of tax escrow account for income tax withheld on stock proceeds (116) - Funding from tax escrow account 116 - Payment for redemption of stock (13,446) - Principal payments on debt (15) (25) Principal payments on capital lease obligations (3) (2) Net cash provided by (used in) financing activities 3,651 (27) Increase in cash and cash equivalents 5,487 320 Cash and cash equivalents at beginning of year 275 270 Cash and cash equivalents at end of period $5,762 $590 Supplemental Disclosure of Cash Flow Information Income taxes paid, net of refunds $563 $301 Decrease in accounts payable and accrued and other liabilities related to purchases of property, equipment, and technology $(27) $(10) Interest payments on debt $6 $3 Cash dividends declared but unpaid $93 - Common stock issued in reorganization $17,935 - (1) Historical balances for periods prior to October 1, 2007 represent balances for Visa U.S.A. Inc., deemed the accounting acquirer in the business combination. Pro Forma Fiscal 2007 Quarterly Results of Operations US$ in millions Pro Forma Fiscal 2007 Quarter Ended (1) December March June September 31, 31, 30, 30, 2006 2007 2007 (2) 2007 (2) Operating Revenues Service fees $577 $614 $661 $730 Data processing fees 377 370 449 463 Volume and support incentives (136) (187) (175) (216) International transaction fees 247 281 311 354 Other revenues 108 113 119 133 Total operating revenues 1,173 1,191 1,365 1,464 Operating Expenses Personnel 273 269 293 324 Network, EDP and communications 68 69 87 84 Advertising, marketing and promotion 205 182 244 444 Professional and consulting fees 101 136 159 156 Depreciation and amortization 55 54 55 64 Administrative and other 76 74 83 101 Litigation provision 2 13 - 2,638 Total operating expenses 780 797 921 3,811 Operating income (loss) 393 394 444 (2,347) Other Income (Expense) Interest expense (23) (24) (25) (24) Investment income, net 40 36 56 65 Other - - 8 - Total other income 17 12 39 41 Income (loss) before income taxes 410 406 483 (2,306) Income tax expense/(benefit) 161 160 184 (651) Net income (loss) $249 $246 $299 $(1,655) (1) Visa Inc. had no operations prior to the reorganization on October 1, 2007. In order to provide insight into our operating results, the pro forma results of operations for the prior periods have been prepared for comparative purposes assuming that the reorganization had occurred on October 1, 2006. These pro forma statements of operations have been prepared in accordance with Statement of Financial Accounting Standards No. 141, "Business Combinations." (2) Certain immaterial reclassifications were made to the quarter ended June 30 and September 30, 2007 pro forma financial statements to conform to the current presentation. Pro Forma Fiscal 2007 Results of Operations (1)(2) US$ in millions For the Three For the Nine Months Ended Months Ended June 30, 2007 June 30, 2007 Operating Revenues Service fees $661 $1,852 Data processing fees 449 1,196 Volume and support incentives (175) (498) International transaction fees 311 839 Other revenues 119 340 Total operating revenues 1,365 3,729 Operating Expenses Personnel 293 835 Network, EDP, and communications 87 224 Advertising, marketing, and promotion 244 631 Professional and consulting fees 159 396 Depreciation and amortization 55 164 Administrative and other 83 233 Litigation provision - 15 Total operating expenses 921 2,498 Operating income 444 1,231 Other Income (Expense) Interest expense (25) (72) Investment income, net 56 132 Other 8 8 Total other income 39 68 Income before income taxes 483 1,299 Income tax expense 184 505 Net income $299 $794 (1) Visa Inc. had no operations prior to the reorganization on October 1, 2007. In order to provide insight into our operating results, the pro forma results of operations for the prior periods have been prepared for comparative purposes assuming that the reorganization had occurred on October 1, 2006. These pro forma statements of operations have been prepared in accordance with Statement of Financial Accounting Standards No. 141, "Business Combinations." (2) Certain immaterial reclassifications were made to the three and nine months ended June 30, 2007 pro forma financial statements to conform to the current presentation. Reconciliation of Non-GAAP Adjusted Operating Income and Net Income US$ in millions Pro Pro Forma Forma For the For the For the For the For the Three Nine Three Nine Three Months Months Months Months Months Ended Ended ended ended Ended June 30,June 30,June 30,June 30,March 31, 2008 2008 2007 2007 2008 Net income (as reported) $422 $1,160 $299 $794 $314 Addback: Income tax expense (as reported) 292 607 184 505 56 Net income before taxes (as reported) $714 $1,767 $483 $1,299 $370 Adjustments: Litigation reserve (1) 50 335 - - 285 Restructuring (2) 15 70 52 99 19 Asset step-up amortization (3) 17 51 17 51 17 Adjustments to operating income 82 456 69 150 321 Interest accretion on American Express settlement (4) 11 57 - - 23 Investment income on Litigation Escrow and EU proceeds (5) (33) (40) - - (7) Underwater contract (LIBOR adjustment) (6) 1 (35) - - (28) Adjustments to non-operating income (21) (18) - - (12) Total adjustments 61 438 69 150 309 Adjusted net income before tax 775 2,205 552 1,449 679 Adjusted income tax expense (7) (318) (904) (226) (594) (278) Adjusted net income $457 $1,301 $326 $855 $401 Operating income (as reported) $648 $1,675 $444 $1,231 $349 Addback: Adjustments to operating income 82 456 69 150 321 Adjusted operating income $730 $2,131 $513 $1,381 $670 Operating revenues (as reported) $1,613 $4,554 $1,365 3,729 $1,453 Adjusted operating margin 45% 47% 38% 37% 46% Total operating expenses (as reported) $965 $2,879 $921 $2,498 $1,104 Less: Adjustments to operating expenses (82) (456) (69) (150) (321) Adjusted operating expenses $883 $2,423 $852 $2,348 $783 (1) Litigation expense recorded in the period that is non-recurring and management believes is not indicative of Visa's future anticipated expenses. Litigation expense recorded in the quarter ended June 30, 2008 is related to non-recurring legacy litigation items. This expense is not covered under the retrospective responsibility plan and will not be paid from the litigation escrow account. Amounts recorded in prior quarters relate to covered litigation. Settlements of, or judgments in, covered litigation will be paid from the litigation escrow account. (2) Restructuring costs, primarily severance in fiscal 2008, associated with workforce consolidation and elimination of overlapping functions. (3) Non-cash amortization and depreciation of the incremental basis in technology and building assets acquired in the reorganization. (4) Non-cash interest expense recorded on future payments to be made under the settlement agreement with American Express. These payments will be paid from the litigation escrow account. (5) Investment income earned during the period on all IPO proceeds held, including amounts held in the litigation escrow and amounts the Company intends to use in October 2008 to redeem all class C (series II) common stock and a portion of the class C (series III) common stock held by Visa Europe. (6) Other expense (income) recorded in the periods presented as a result of changes in the Company's estimated liability under the Framework Agreement, which governs its relationship with Visa Europe. The changes were primarily due to movement in the LIBOR rates in the periods presented. This liability will not continue after the October 2008 redemptions described above. (7) Reflects a normalized tax rate of 41%. Reconciliation of Non-GAAP Weighted Average Class A Common Stock Outstanding Used in the Calculation of Adjusted Diluted Class A Earnings Per Share For the For the For the Three Nine Three Months Months Months Ended Ended Ended June 30, June 30, March 31, 2008 2008 2008 (in millions) Weighted Average Shares Outstanding - GAAP 776 767 778 Class A Shares (1) - 277 383 Class B Shares (2) - (159) (226) Class C Shares (3) - (109) (161) Class A Share Equivalents (4) 3 3 5 Share Adjustments 3 12 1 Adjusted Weighted Average Shares Outstanding - Non GAAP 779 779 779 (1) For the three months ended March 31, 2008 and nine months ended June 30, 2008, for GAAP purposes, the number of class A common shares outstanding is weighted to reflect the issuance of 446,600,000 shares at the IPO date of March 19, 2008. In the calculation of the adjusted weighted average shares outstanding, these shares are assumed to have been issued at January 1, 2008 for the three months ended March 31, 2008 and October 1, 2007 for the nine months ended June 30, 2008. (2) For the three months ended March 31, 2008 and nine months ended June 30, 2008, for GAAP purposes, the number of class B common shares outstanding is weighted to reflect the redemption of 154,738,487 shares on March 28, 2008 and the reduction of the conversion ratio applicable to remaining shares outstanding to 0.71 to 1. In the calculation of the adjusted weighted average shares outstanding, these shares are weighted to assume that the redemption and reduction in conversion ratio had occurred at January 1, 2008 for the three months ended March 31, 2008 and October 1, 2007 for the nine months ended June 30, 2008. (3) For the three months ended March 31, 2008 and nine months ended June 30, 2008, for GAAP purposes, the number of class C (series I, II, III & IV) common shares is weighted to reflect the redemption of 159,657,751 shares of class C (series I) common stock on March 28, 2008, and the reclassification of all shares of class C (series II) common stock to temporary equity and 35,263,585 shares of class C (series III) common stock to liabilities on the IPO date of March 19, 2008. Upon reclassification of the class C (series II) and class C (series III) common stock these shares are no longer convertible into shares of class A common stock. In the calculation of adjusted weighted average shares outstanding, these shares are weighted to assume that the redemption and reclassifications occurred at January 1, 2008 for the three months ended March 31, 2008 and October 1, 2007 for the nine months ended June 30, 2008. (4) For GAAP purposes, the number of class A common shares outstanding is weighted to reflect the assumed issuance of class A common stock underlying stock options, restricted stock and restricted stock units to employees and directors at the IPO date of March 19, 2008 and during the three months ended June 30, 2008, by applying the treasury stock method. For the three months ended March 31, 2008 and nine months ended June 30, 2008, in the calculation of adjusted weighted shares outstanding, these shares are assumed to have been issued at October 1, 2007 and were outstanding for the entire period. The share adjustments also reflect the estimated number of stock options, restricted stock and restricted stock units estimated to be outstanding in October 2008 after the redemption of the class C (series II and series III) common shares held by Visa Europe. Class A Common Stock Adjusted Diluted Earnings Per Share

-- Management believes the presentation of adjusted operating income and adjusted net income provides a clearer understanding of the one-time items related to the Company's reorganization, initial public offering and other non-recurring events. These measures also adjust for expenses related to covered litigation that will be funded by the litigation escrow account and a $31 million after-tax charge taken in the third quarter related to non-recurring legacy litigation items that will not be funded by the litigation escrow account. These items have a significant impact on our financial results but are either non-recurring or have no operating cash impact.

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

For the For the For the Three Nine Three Months Months Months Ended Ended Ended June 30, June 30, March 31, 2008 2008 2008 (in millions, except per share data) Adjusted net income $457 $1,301 $401 Adjusted weighted average number of diluted shares outstanding 779 779 779 Adjusted diluted earnings per share $0.59 $1.67 $0.52 Operational Performance Data

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

1. Branded Volume and Transactions

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

For the 3 Months Ended March 31, 2008 Total Growth Growth Payments Growth Volume (Nom (Cons Volume Growth (Cons ($bill inal tant ($bill (Nominal tant ions) USD) USD) ions) USD) USD) All Visa Credit & Debit Asia Pacific 245 29.4% 21.2% 159 26.5% 18.1% Canada 47 30.9% 10.0% 41 30.5% 9.7% CEMEA 114 40.8% 36.6% 17 40.4% 38.9% LAC 143 37.8% 21.8% 46 47.5% 30.1% US 488 10.9% 10.9% 388 12.0% 12.0% Visa Inc. 1,036 22.0% 17.1% 652 19.1% 15.0% Visa Credit Programs US 231 8.0% 8.0% 195 8.1% 8.1% Rest of World 268 28.5% 17.9% 229 29.5% 18.2% Visa Inc. 499 18.1% 13.1% 424 18.7% 13.3% Visa Debit Programs US 257 13.6% 13.6% 193 16.3% 16.3% Rest of World 280 39.6% 28.7% 35 44.1% 31.7% Visa Inc. 537 25.8% 21.0% 228 19.8% 18.4% Payments Cash Transac Cash Growth Growth Transac Acc tions Volume (Nom (Cons tions ounts Cards (mill ($bill inal tant (mill (mill (mill ions) ions) USD) USD) ions) ions) ions) All Visa Credit & Debit Asia Pacific 1,913 85 35.2% 27.4% 458 382 463 Canada 337 6 33.8% 12.5% 9 24 31 CEMEA 236 96 40.9% 36.2% 584 148 156 LAC 1,123 97 33.7% 18.2% 719 288 312 US 7,073 100 6.8% 6.8% 694 459 667 Visa Inc. 10,682 384 27.3% 20.7% 2,464 1,300 1,629 Visa Credit Programs US 2,167 36 7.5% 7.5% 31 260 368 Rest of World 2,798 39 23.0% 16.1% 134 387 446 Visa Inc. 4,964 75 15.0% 11.8% 165 647 814 Visa Debit Programs US 4,906 64 6.3% 6.3% 663 198 299 Rest of World 812 245 38.9% 28.3% 1,636 454 515 Visa Inc. 5,718 309 30.7% 23.0% 2,299 653 815 For the 3 Months Ended December 31, 2007 Total Growth Growth Payments Growth Volume (Nom (Cons Volume Growth (Cons ($bill inal tant ($bill (Nominal tant ions) USD) USD) ions) USD) USD) All Visa Credit & Debit Asia Pacific 241 28.4% 23.0% 158 24.3% 19.6% Canada 51 29.3% 13.6% 45 28.5% 12.8% CEMEA 115 43.8% 38.9% 18 44.1% 40.1% LAC 145 33.3% 21.3% 47 44.1% 30.5% US 514 11.4% 11.4% 413 12.4% 12.4% Visa Inc. 1,067 21.5% 17.9% 680 18.5% 15.7% Visa Credit Programs US 253 9.1% 9.1% 218 9.7% 9.7% Rest of World 272 26.7% 19.5% 232 27.3% 19.7% Visa Inc. 525 17.6% 14.3% 450 18.1% 14.6% Visa Debit Programs US 261 13.8% 13.8% 195 15.5% 15.5% Rest of World 281 39.1% 29.8% 36 43.5% 32.9% Visa Inc. 542 25.6% 21.6% 231 19.1% 17.9% Payments Cash Transac Cash Growth Growth Transac Acc tions Volume (Nom (Cons tions ounts Cards (mill ($bill inal tant (mill (mill (mill ions) ions) USD) USD) ions) ions) ions) All Visa Credit & Debit Asia Pacific 1,931 83 36.9% 29.9% 452 368 446 Canada 382 6 36.5% 19.9% 9 23 31 CEMEA 235 97 43.8% 38.7% 590 139 147 LAC 1,132 99 28.8% 17.4% 757 284 307 US 7,412 102 7.8% 7.8% 717 458 664 Visa Inc. 11,092 387 27.3% 21.8% 2,525 1,272 1,594 Visa Credit Programs US 2,462 36 5.9% 5.9% 33 259 365 Rest of World 2,863 40 23.2% 18.5% 136 372 431 Visa Inc. 5,325 75 14.4% 12.2% 169 631 796 Visa Debit Programs US 4,950 66 8.9% 8.9% 684 199 299 Rest of World 817 245 38.5% 29.4% 1,672 442 500 Visa Inc. 5,767 311 30.9% 24.4% 2,356 641 798 For the 3 Months Ended September 30, 2007 Total Growth Growth Payments Growth Volume (Nom (Cons Volume Growth (Cons ($bill inal tant ($bill (Nominal tant ions) USD) USD) ions) USD) USD) All Visa Credit & Debit Asia Pacific 215 25.6% 19.6% 140 22.1% 16.8% Canada 47 22.7% 12.9% 42 21.4% 11.8% CEMEA 101 43.0% 38.4% 15 39.0% 35.1% LAC 121 26.7% 19.0% 38 38.5% 29.6% US 489 9.6% 9.6% 388 10.7% 10.7% Visa Inc. 972 18.4% 15.5% 623 15.8% 13.6% Visa Credit Programs US 240 6.7% 6.7% 206 8.5% 8.5% Rest of World 243 22.5% 16.4% 206 23.6% 17.2% Visa Inc. 483 14.1% 11.4% 412 15.6% 12.7% Visa Debit Programs US 249 12.6% 12.6% 182 13.3% 13.3% Rest of World 241 36.0% 28.5% 29 39.6% 31.1% Visa Inc. 489 23.0% 19.9% 211 16.3% 15.5% Payments Cash Transac Cash Growth Growth Transac Acc tions Volume (Nom (Cons tions ounts Cards (mill ($bill inal tant (mill (mill (mill ions) ions) USD) USD) ions) ions) ions) All Visa Credit & Debit Asia Pacific 1,796 74 32.8% 25.1% 417 348 427 Canada 362 6 33.0% 22.5% 9 23 31 CEMEA 211 85 43.8% 39.0% 545 125 136 LAC 1,004 83 21.9% 14.6% 691 267 289 US 7,032 101 5.6% 5.6% 730 442 643 Visa Inc. 10,404 349 23.3% 19.0% 2,392 1,205 1,527 Visa Credit Programs US 2,314 35 -2.9% -2.9% 34 254 358 Rest of World 2,654 37 16.4% 12.0% 128 353 410 Visa Inc. 4,968 71 6.2% 4.2% 162 607 769 Visa Debit Programs US 4,718 67 10.7% 10.7% 696 188 285 Rest of World 718 211 35.5% 28.2% 1,534 409 473 Visa Inc. 5,437 278 28.6% 23.5% 2,230 597 758 For the 3 Months Ended June 30, 2007 Total Growth Growth Payments Growth Volume (Nom (Cons Volume Growth (Cons ($bill inal tant ($bill (Nominal tant ions) USD) USD) ions) USD) USD) All Visa Credit & Debit Asia Pacific 201 20.6% 16.3% 132 19.9% 16.7% Canada 45 18.2% 12.0% 40 17.4% 11.3% CEMEA 90 38.7% 37.0% 14 32.4% 32.8% LAC 114 32.5% 19.1% 35 42.2% 28.2% US 483 9.5% 9.5% 385 10.4% 10.4% Visa Inc. 934 17.1% 14.4% 606 14.7% 13.1% Visa Credit Programs US 235 6.4% 6.4% 203 8.3% 8.3% Rest of World 228 19.8% 15.8% 194 21.2% 16.8% Visa Inc. 464 12.6% 10.8% 396 14.3% 12.3% Visa Debit Programs US 248 12.7% 12.7% 183 12.7% 12.7% Rest of World 222 34.2% 25.1% 27 39.7% 29.9% Visa Inc. 470 21.9% 18.2% 210 15.6% 14.6% Payments Cash Transac Cash Growth Growth Transac Acc tions Volume (Nom (Cons tions ounts Cards (mill ($bill inal tant (mill (mill (mill ions) ions) USD) USD) ions) ions) ions) All Visa Credit & Debit Asia Pacific 1,708 69 21.9% 15.5% 373 336 412 Canada 352 5 24.5% 18.0% 9 22 30 CEMEA 197 76 39.9% 37.8% 508 121 124 LAC 945 79 28.6% 15.4% 669 257 281 US 6,902 98 6.4% 6.4% 721 420 617 Visa Inc. 10,103 327 21.8% 16.9% 2,280 1,156 1,465 Visa Credit Programs US 2,251 33 -4.3% -4.3% 32 246 345 Rest of World 2,519 35 12.6% 10.2% 120 339 394 Visa Inc. 4,770 67 3.7% 2.6% 152 584 739 Visa Debit Programs US 4,651 65 12.6% 12.6% 689 174 272 Rest of World 682 195 33.5% 24.5% 1,439 397 454 Visa Inc. 5,333 260 27.5% 21.3% 2,128 571 726 For the 3 Months Ended March 31, 2007 Total Growth Growth Payments Growth Volume (Nom (Cons Volume Growth (Cons ($bill inal tant ($bill (Nominal tant ions) USD) USD) ions) USD) USD) All Visa Credit & Debit Asia Pacific 189 23.1% 18.8% 126 20.8% 17.0% Canada 36 10.3% 11.8% 31 9.2% 10.7% CEMEA 81 44.8% 44.2% 12 35.3% 41.0% LAC 104 19.4% 19.6% 31 25.9% 25.4% US 440 9.1% 9.1% 347 8.9% 8.9% Visa Inc. 849 16.1% 15.4% 548 12.9% 12.4% Visa Credit Programs US 214 7.8% 7.8% 181 8.0% 8.0% Rest of World 208 17.1% 15.4% 177 18.5% 16.6% Visa Inc. 423 12.2% 11.6% 357 13.0% 12.3% Visa Debit Programs US 226 10.4% 10.4% 166 10.0% 10.0% Rest of World 201 33.4% 30.5% 24 35.3% 32.6% Visa Inc. 427 20.1% 19.4% 190 12.7% 12.7% Payments Cash Transac Cash Growth Growth Transac Acc tions Volume (Nom (Cons tions ounts Cards (mill ($bill inal tant (mill (mill (mill ions) ions) USD) USD) ions) ions) ions) All Visa Credit & Debit Asia Pacific 1,599 63 28.1% 22.6% 382 321 397 Canada 309 4 19.1% 20.7% 9 22 30 CEMEA 183 68 46.6% 44.8% 477 117 122 LAC 904 72 16.8% 17.2% 658 251 271 US 6,259 94 9.8% 9.8% 698 412 607 Visa Inc. 9,254 302 22.3% 21.1% 2,224 1,124 1,426 Visa Credit Programs US 2,021 33 7.0% 7.0% 30 243 341 Rest of World 2,343 32 9.8% 9.3% 105 322 375 Visa Inc. 4,364 65 8.3% 8.1% 135 565 716 Visa Debit Programs US 4,238 60 11.4% 11.4% 668 170 266 Rest of World 652 176 33.1% 30.2% 1,421 389 444 Visa Inc. 4,889 237 26.8% 25.1% 2,089 559 710 For the 3 Months Ended December 31, 2006 Total Growth Growth Payments Growth Volume (Nom (Cons Volume Growth (Cons ($bill inal tant ($bill (Nominal tant ions) USD) USD) ions) USD) USD) All Visa Credit & Debit Asia Pacific 188 21.9% 15.9% 127 21.1% 15.8% Canada 40 11.1% 11.3% 35 10.1% 10.3% CEMEA 80 43.0% 40.7% 12 32.2% 34.2% LAC 109 22.2% 17.5% 33 30.4% 25.3% US 462 8.3% 8.3% 367 8.1% 8.1% Visa Inc. 878 15.4% 13.6% 574 12.4% 11.3% Visa Credit Programs US 232 7.7% 7.7% 199 7.7% 7.7% Rest of World 214 17.9% 14.1% 182 19.2% 15.4% Visa Inc. 447 12.4% 10.8% 381 12.9% 11.4% Visa Debit Programs US 230 8.9% 8.9% 169 8.5% 8.5% Rest of World 202 32.0% 26.3% 25 36.0% 30.6% Visa Inc. 431 18.6% 16.7% 194 11.4% 11.1% Payments Cash Transac Cash Growth Growth Transac Acc tions Volume (Nom (Cons tions ounts Cards (mill ($bill inal tant (mill (mill (mill ions) ions) USD) USD) ions) ions) ions) All Visa Credit & Debit Asia Pacific 1,600 61 23.7% 16.0% 381 308 381 Canada 344 4 19.8% 20.0% 9 22 30 CEMEA 175 68 45.1% 41.9% 470 104 112 LAC 911 77 19.0% 14.5% 687 241 262 US 6,554 95 9.2% 9.2% 698 406 604 Visa Inc. 9,583 304 21.4% 18.2% 2,245 1,081 1,388 Visa Credit Programs US 2,281 34 7.7% 7.7% 32 240 345 Rest of World 2,371 32 11.4% 7.2% 107 314 363 Visa Inc. 4,651 66 9.5% 7.5% 140 554 709 Visa Debit Programs US 4,274 61 10.0% 10.0% 666 166 259 Rest of World 658 177 31.4% 25.7% 1,440 361 421 Visa Inc. 4,932 238 25.2% 21.5% 2,105 527 680 For the 3 Months Ended September 30, 2006 Total Growth Growth Payments Growth Volume (Nom (Cons Volume Growth (Cons ($bill inal tant ($bill (Nominal tant ions) USD) USD) ions) USD) USD) All Visa Credit & Debit Asia Pacific 171 16.8% 15.0% 115 17.5% 16.3% Canada 38 17.1% 11.0% 34 16.4% 10.4% CEMEA 70 38.9% 40.1% 11 29.6% 35.2% LAC 95 20.7% 18.1% 27 27.9% 25.0% US 446 11.6% 11.6% 350 11.1% 11.1% Visa Inc. 821 15.9% 15.1% 538 13.9% 13.3% Visa Credit Programs US 225 9.6% 9.6% 190 9.0% 9.0% Rest of World 198 16.6% 14.4% 167 17.9% 15.8% Visa Inc. 423 12.8% 11.9% 356 13.0% 12.2% Visa Debit Programs US 221 13.8% 13.8% 161 13.7% 13.7% Rest of World 177 27.4% 25.2% 21 32.2% 30.7% Visa Inc. 398 19.5% 18.7% 182 15.6% 15.6% Payments Cash Transac Cash Growth Growth Transac Acc tions Volume (Nom (Cons tions ounts Cards (mill ($bill inal tant (mill (mill (mill ions) ions) USD) USD) ions) ions) ions) All Visa Credit & Debit Asia Pacific 1,508 56 15.4% 12.3% 360 298 367 Canada 330 4 23.4% 17.0% 9 22 29 CEMEA 157 59 40.8% 41.1% 424 94 104 LAC 810 68 18.0% 15.5% 643 228 248 US 6,229 96 13.6% 13.6% 733 398 599 Visa Inc. 9,035 283 20.0% 18.7% 2,169 1,041 1,347 Visa Credit Programs US 2,149 36 13.1% 13.1% 34 242 351 Rest of World 2,243 31 10.0% 7.5% 102 297 346 Visa Inc. 4,392 67 11.6% 10.3% 136 539 696 Visa Debit Programs US 4,080 60 14.0% 14.0% 699 156 249 Rest of World 563 156 26.8% 24.5% 1,334 346 402 Visa Inc. 4,643 216 22.9% 21.5% 2,033 502 651 For the 3 Months Ended June 30, 2006 Total Growth Growth Payments Growth Volume (Nom (Cons Volume Growth (Cons ($bill inal tant ($bill (Nominal tant ions) USD) USD) ions) USD) USD) All Visa Credit & Debit Asia Pacific 167 17.9% 18.1% 110 15.9% 16.6% Canada 38 23.5% 12.3% 34 23.0% 11.8% CEMEA 65 43.5% 42.2% 10 35.5% 35.9% LAC 86 21.4% 20.9% 25 29.3% 27.9% US 441 14.8% 14.8% 349 15.7% 15.7% Visa Inc. 797 18.5% 17.9% 528 17.1% 16.5% Visa Credit Programs US 221 11.5% 11.5% 187 12.1% 12.1% Rest of World 191 16.7% 14.9% 160 18.4% 16.5% Visa Inc. 412 13.8% 13.0% 347 14.9% 14.1% Visa Debit Programs US 220 18.3% 18.3% 162 20.2% 20.2% Rest of World 165 32.1% 30.5% 19 33.9% 32.7% Visa Inc. 386 23.8% 23.4% 182 21.5% 21.5% Payments Cash Transac Cash Growth Growth Transac Acc tions Volume (Nom (Cons tions ounts Cards (mill ($bill inal tant (mill (mill (mill ions) ions) USD) USD) ions) ions) ions) All Visa Credit & Debit Asia Pacific 1,416 56 22.0% 20.9% 353 287 354 Canada 322 4 27.4% 15.8% 9 21 28 CEMEA 147 55 45.2% 43.5% 407 86 95 LAC 769 61 18.5% 18.3% 620 219 236 US 6,157 92 11.4% 11.4% 710 390 611 Visa Inc. 8,811 269 21.2% 20.5% 2,098 1,003 1,324 Visa Credit Programs US 2,091 34 8.3% 8.3% 32 236 344 Rest of World 2,126 31 8.5% 6.8% 97 283 329 Visa Inc. 4,216 65 8.4% 7.6% 129 519 672 Visa Debit Programs US 4,067 58 13.3% 13.3% 677 153 268 Rest of World 528 146 31.9% 30.2% 1,291 330 384 Visa Inc. 4,595 204 26.0% 25.1% 1,969 484 652 For the 3 Months Ended March 31, 2006 Total Growth Growth Payments Growth Volume (Nom (Cons Volume Growth (Cons ($bill inal tant ($bill (Nominal tant ions) USD) USD) ions) USD) USD) All Visa Credit & Debit Asia Pacific 154 12.2% 15.8% 104 11.9% 16.1% Canada 32 18.0% 13.5% 29 18.4% 13.8% CEMEA 56 38.8% 42.3% 9 28.8% 32.1% LAC 87 37.6% 21.0% 25 45.7% 28.3% US 403 16.1% 16.1% 318 17.6% 17.6% Visa Inc. 732 19.0% 18.1% 485 17.7% 17.7% Visa Credit Programs US 199 11.7% 11.7% 167 12.7% 12.7% Rest of World 178 14.1% 15.0% 149 16.0% 16.7% Visa Inc. 376 12.8% 13.3% 316 14.2% 14.6% Visa Debit Programs US 205 20.8% 20.8% 151 23.6% 23.6% Rest of World 151 34.8% 27.7% 18 37.2% 30.1% Visa Inc. 355 26.4% 23.8% 169 24.9% 24.3% Payments Cash Transac Cash Growth Growth Transac Acc tions Volume (Nom (Cons tions ounts Cards (mill ($bill inal tant (mill (mill (mill ions) ions) USD) USD) ions) ions) ions) All Visa Credit & Debit Asia Pacific 1,302 49 12.7% 15.2% 327 276 341 Canada 282 4 15.4% 10.9% 9 21 27 CEMEA 126 47 41.0% 44.3% 357 82 89 LAC 742 62 34.5% 18.3% 600 204 225 US 5,686 85 11.0% 11.0% 662 383 606 Visa Inc. 8,139 247 21.7% 18.9% 1,955 966 1,288 Visa Credit Programs US 1,884 31 6.7% 6.7% 30 232 338 Rest of World 1,962 29 5.3% 6.5% 88 273 315 Visa Inc. 3,847 60 6.1% 6.6% 118 505 653 Visa Debit Programs US 3,801 54 13.6% 13.6% 632 151 268 Rest of World 491 133 34.5% 27.4% 1,205 311 367 Visa Inc. 4,292 187 27.7% 23.3% 1,837 462 635 For the 12 Months Ended December 31, 2007 Total Growth Growth Payments Growth Volume (Nom (Cons Volume Growth (Cons ($bill inal tant ($bill (Nominal tant ions) USD) USD) ions) USD) USD) All Visa Credit & Debit Asia Pacific 846 24.6% 19.5% 556 21.9% 17.6% Canada 179 20.6% 12.6% 158 19.6% 11.7% CEMEA 386 42.6% 39.4% 59 38.1% 37.2% LAC 485 28.3% 19.8% 152 38.1% 28.5% US 1,927 10.0% 10.0% 1,532 10.7% 10.7% Visa Inc. 3,822 18.4% 15.9% 2,457 15.6% 13.8% Visa Credit Programs US 943 7.5% 7.5% 807 8.7% 8.7% Rest of World 951 21.8% 16.9% 808 22.9% 17.7% Visa Inc. 1,894 14.2% 12.1% 1,615 15.4% 13.0% Visa Debit Programs US 984 12.4% 12.4% 725 12.9% 12.9% Rest of World 944 35.9% 28.5% 117 39.9% 31.7% Visa Inc. 1,928 22.8% 19.8% 842 16.0% 15.3% Payments Cash Transac Cash Growth Growth Transac Acc tions Volume (Nom (Cons tions ounts Cards (mill ($bill inal tant (mill (mill (mill ions) ions) USD) USD) ions) ions) ions) All Visa Credit & Debit Asia Pacific 7,034 289 30.1% 23.4% 1,624 368 446 Canada 1,404 21 28.6% 20.3% 37 23 31 CEMEA 827 327 43.4% 39.8% 2,120 139 147 LAC 3,984 333 24.2% 16.2% 2,775 284 307 US 27,605 395 7.3% 7.3% 2,865 458 664 Visa Inc. 40,854 1,365 23.8% 19.8% 9,421 1,272 1,594 Visa Credit Programs US 9,048 136 1.2% 1.2% 129 259 365 Rest of World 10,379 143 15.7% 12.6% 490 372 431 Visa Inc. 19,427 279 8.1% 6.8% 619 631 796 Visa Debit Programs US 18,557 259 10.9% 10.9% 2,737 199 299 Rest of World 2,869 827 35.4% 28.1% 6,066 442 500 Visa Inc. 21,426 1,086 28.6% 23.6% 8,802 641 798 For the 12 Months Ended December 31, 2006 Total Growth Growth Payments Growth Volume (Nom (Cons Volume Growth (Cons ($bill inal tant ($bill (Nominal tant ions) USD) USD) ions) USD) USD) All Visa Credit & Debit Asia Pacific 679 17.3% 16.1% 457 16.7% 16.2% Canada 148 17.1% 12.0% 132 16.6% 11.5% CEMEA 271 41.2% 41.2% 43 31.5% 34.4% LAC 378 24.8% 19.2% 110 32.7% 26.5% US 1,753 12.5% 12.5% 1,385 12.8% 12.8% Visa Inc. 3,228 17.1% 16.1% 2,126 15.1% 14.5% Visa Credit Programs US 877 10.0% 10.0% 742 10.2% 10.2% Rest of World 781 16.4% 14.6% 658 17.9% 16.1% Visa Inc. 1,658 12.9% 12.2% 1,400 13.7% 13.0% Visa Debit Programs US 876 15.1% 15.1% 642 16.0% 16.0% Rest of World 695 31.4% 27.3% 84 34.8% 31.0% Visa Inc. 1,570 21.8% 20.4% 726 17.9% 17.7% Payments Cash Transac Cash Growth Growth Transac Acc tions Volume (Nom (Cons tions ounts Cards (mill ($bill inal tant (mill (mill (mill ions) ions) USD) USD) ions) ions) ions) All Visa Credit & Debit Asia Pacific 5,827 222 18.6% 16.0% 1,421 308 381 Canada 1,278 16 21.5% 16.0% 36 22 30 CEMEA 605 228 43.1% 42.6% 1,657 104 112 LAC 3,233 268 21.9% 16.5% 2,550 241 262 US 24,626 368 11.3% 11.3% 2,803 406 604 Visa Inc. 35,569 1,102 21.1% 19.1% 8,468 1,081 1,388 Visa Credit Programs US 8,405 135 9.0% 9.0% 129 240 345 Rest of World 8,702 123 8.9% 7.0% 394 314 363 Visa Inc. 17,107 258 8.9% 8.0% 523 554 709 Visa Debit Programs US 16,221 233 12.7% 12.7% 2,674 166 259 Rest of World 2,240 611 31.0% 26.8% 5,270 361 421 Visa Inc. 18,462 844 25.3% 22.8% 7,945 527 680 For the 12 Months Ended December 31, 2005 Total Payments Volume Growth Growth Volume Growth Growth ($bill (Nominal (Constant ($bill (Nominal (Constant ions) USD) USD) ions) USD) USD) All Visa Credit & Debit Asia Pacific 579 21.3% 15.9% 391 19.8% 14.3% Canada 126 21.3% 10.8% 113 21.2% 10.8% CEMEA 192 17.3% 11.4% 33 15.7% 9.6% LAC 303 34.4% 21.4% 83 42.6% 29.3% US 1,558 16.1% 16.1% 1,227 17.5% 17.5% Visa Inc. 2,757 19.3% 16.0% 1,847 19.1% 16.7% Visa Credit Programs US 797 10.6% 10.6% 674 10.5% 10.5% Rest of World 671 18.4% 11.5% 558 21.0% 14.0% Visa Inc. 1,468 14.0% 11.0% 1,231 15.0% 12.2% Visa Debit Programs US 761 22.5% 22.5% 554 27.3% 27.3% Rest of World 529 31.0% 22.1% 62 37.5% 27.2% Visa Inc. 1,289 25.8% 22.3% 616 28.3% 27.3% Cash Payments Cash Transac Transac Volume Growth Growth tions Accounts Cards tions ($bil (Nominal (Constant (mill (mill (mill (millions) lions) USD) USD) ions) ions) ions) All Visa Credit & Debit Asia Pacific 4,713 188 24.7% 19.3% 1,190 266 328 Canada 1,176 13 21.7% 11.0% 36 21 27 CEMEA 432 159 17.6% 11.8% 1,234 75 83 LAC 2,625 220 31.5% 18.7% 2,343 194 214 US 21,749 331 11.0% 11.0% 2,588 373 584 Visa Inc. 30,695 911 19.5% 14.8% 7,392 929 1,236 Visa Credit Programs US 7,757 123 10.8% 10.8% 126 228 327 Rest of World 7,254 113 7.3% 0.2% 339 264 304 Visa Inc. 15,011 237 9.1% 5.3% 465 492 631 Visa Debit Programs US 13,992 207 11.2% 11.2% 2,462 144 257 Rest of World 1,692 467 30.2% 21.5% 4,465 293 348 Visa Inc. 15,684 674 23.7% 18.3% 6,927 437 605 Footnote

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

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

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

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

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

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

2. Processed Transactions

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

Processed Transactions Year-over-Year Period (millions) Growth 3 Months Ended Jun 30, 2008 9,473 13% Mar 31, 2008 8,800 15% Dec 31, 2007 9,094 13% Sep 30, 2007 8,645 12% Jun 30, 2007 8,411 13% Mar 31, 2007 7,645 12% Dec 31, 2006 8,018 11% Sep 30, 2006 7,722 NA Jun 30, 2006 7,441 NA Mar 31, 2006 6,828 NA Dec 31, 2005 7,212 NA 12 Months Ended Sep 30, 2007 32,720 12% Sep 30, 2006 29,202 NA

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Werbehinweise: Die Billigung des Basisprospekts durch die BaFin ist nicht als ihre Befürwortung der angebotenen Wertpapiere zu verstehen. Wir empfehlen Interessenten und potenziellen Anlegern den Basisprospekt und die Endgültigen Bedingungen zu lesen, bevor sie eine Anlageentscheidung treffen, um sich möglichst umfassend zu informieren, insbesondere über die potenziellen Risiken und Chancen des Wertpapiers. Sie sind im Begriff, ein Produkt zu erwerben, das nicht einfach ist und schwer zu verstehen sein kann.