News Release

Visa Inc. Posts Solid Fiscal Fourth Quarter and Full-Year 2009 Earnings Results and Authorizes a $1 Billion Share Repurchase Plan

-- Adjusted quarterly net income of $552 million or $0.74 per diluted class A common share
-- Adjusted full-year 2009 net income of $2.4 billion or $3.23 per diluted class A common share inclusive of the impact from the VisaNet do Brasil sale
-- GAAP quarterly net income of $514 million or $0.69 per diluted class A common share
-- Full-year 2009 GAAP net income of $2.4 billion or $3.10 per diluted class A common share
-- The Company increased its quarterly dividend payment amount by 19% and authorized a $1 billion share repurchase plan

SAN FRANCISCO, Oct. 27 /PRNewswire-FirstCall/ -- Visa Inc. (NYSE: V) today announced financial results for the Company's fiscal fourth quarter and full-year 2009. For the fourth quarter ending September 30, 2009, on an adjusted basis (reflective of restructuring and purchase amortization), net income for the quarter was $552 million, or $0.74 per diluted class A common share. The weighted average number of diluted class A common shares was 747 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.

GAAP net income for the quarter was $514 million, or $0.69 per diluted class A common share.

Net operating revenue in the fiscal fourth quarter of 2009 was $1.9 billion, an increase of 10% over the prior year's net operating revenue of $1.7 billion and driven primarily by strong contributions from data processing revenues as processed transactions grew 9%. Though slightly negative in the U.S. and Canada, payments volume continued to grow on a constant dollar basis in all other regions globally.

"Visa delivered another quarter and year of solid financial results during this challenging economic environment," said Joseph W. Saunders, Chairman and Chief Executive Officer. "Our strong returns are a reflection of consumers' continuing shift to electronic payments, the success of efficiency initiatives and importantly, continued support from our financial institution partners."

"As we enter our new fiscal year, we are beginning to see some very early signs of stabilization in our business," continued Saunders. "And, while we cannot predict the ultimate speed or size of any economic recovery, we are confident that Visa is well positioned for future growth based on the investments we continue to make in our processing infrastructure, products and brand."

Fiscal Fourth Quarter 2009 Financial Highlights:

Visa Inc.'s operational performance highlights for the fiscal fourth quarter, as measured by business activity through June 30, 2009, include:

-- Payments volume growth, on a nominal basis, was a negative 2% over the prior year at $687 billion;
-- Total volume, on a nominal basis and inclusive of cash volume, was $1.1 trillion, a 3% decline over the prior year; and
-- Total cards carrying the Visa brands rose 5% worldwide over the prior year to over 1.7 billion.

Total processed transactions, which represent transactions processed by VisaNet for the three months ending September 30, 2009, totaled 10.5 billion, a 9% increase over the prior year.

For the fiscal fourth quarter 2009, service revenues were $808 million, an increase of 3% versus the prior year, and are recognized based on payments volume in the prior quarter. All other revenue categories are recognized based on current quarter activity. Data processing revenues rose 33% over the prior year to $727 million. International transaction revenues, which are driven by cross-border payments volume, declined 1% over the prior year to $507 million. Other revenues, which include the Visa Europe licensing fee, were $163 million, up 2% over the prior year. Volume and support incentives, which are a contra revenue item, were $326 million, an increase of 9% over the prior year.

Adjusted total operating expenses were $960 million for the fourth quarter, a 2% increase from the prior year's adjusted total operating expenses of $943 million. On a GAAP basis, total operating expenses were $1.0 billion for the quarter.

Cash, cash equivalents, restricted cash, and investment securities were $6.6 billion at September 30, 2009.

Fiscal Full-Year 2009 Financial Highlights:

On an adjusted basis (reflective of restructuring and purchase amortization), net income for the full-year ended September 30, 2009, was $2.4 billion, or $3.23 per diluted class A common share inclusive of the impact from the VisaNet do Brasil sale. Excluding the sale, net income for the full-year was $2.2 billion, or $2.92 per diluted class A common share. The weighted average number of diluted class A common shares outstanding was 758 million.

GAAP net income for the full-year was $2.4 billion, or $3.10 per diluted class A common share.

Net operating revenue for the full year was $6.9 billion, an increase of 10% over the prior year's operating revenue of $6.3 billion. Currency fluctuations contributed negatively 3% towards full-year net operating revenues.

For the fiscal full-year, service revenues were $3.2 billion, an increase of 4% versus the prior year. Data processing revenues rose 17% over the prior year to $2.4 billion. International transaction revenues, which are driven by cross-border payments volume, grew 11% over the prior year to $1.9 billion. Other revenues, which include the Visa Europe licensing fee, were $625 million, up 10% over the prior year. Volume and support incentives, which are a contra revenue item, were $1.2 billion, an increase of 6% over the prior year.

Total processed transactions, which represent transactions processed by VisaNet for the 12 months ended September 30, 2009, totaled 39.9 billion, an 8% increase over the prior year.

Adjusted operating expenses were $3.2 billion for the full-year, a 4% decrease from the prior year's adjusted total operating expenses of $3.4 billion. Operating expenses on a GAAP basis were $3.4 billion for the full year.

Visa's GAAP effective tax rate was 41% for the twelve months ended September 30, 2009.

Notable Events:

As previously announced, Visa initiated a program to allow its class C stockholders to apply (prior to September 30, 2009) for an early termination of the transfer restrictions applicable to class C shares, for up to 30% of the class C shares held by each such stockholder as of July 1, 2009, subject to certain terms and conditions. As of September 30, 2009, 89% of the potentially available shares requested were unlocked. The remaining class C shares continue to be subject to the general transfer restrictions that expire on March 25, 2011 under Visa's Certificate of Incorporation.

As previously disclosed, Visa U.S.A. Inc. entered into an agreement to modify its payment obligations under a settlement agreement, dated as of June 4, 2003, with plaintiffs in a class action lawsuit challenging certain aspects of the payment card industry under U.S. federal antitrust law. On October 2, 2009, the court in the class action lawsuit entered a final order approving the agreement, subject to a 30 day appeals period. The Company made a prepayment of its remaining $800 million in payment obligations at a discounted amount of $682 million on October 5, 2009.

On October 21, 2009, the Company announced that its Board of Directors had declared a quarterly dividend in the aggregate amount of $0.125 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 December 1, 2009 to all holders of record of Visa's class A, class B and class C common stock as of November 16, 2009.

Today, the Company announces that its Board of Directors has authorized a $1 billion share repurchase plan. The authorization will be in place through September 30, 2010, and is subject to extension or expansion at the determination of Visa's Board of Directors.

Financial Outlook:

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

-- Annual net revenue growth at the lower end of the 11% to 15% range, given certain economic recovery assumptions; and
-- Annual diluted class A common stock earnings per share growth of greater than 20%.

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

-- Volume and support incentives in the range of 16-17% of gross revenue;
-- Advertising, marketing and promotion expenses less than $1 billion;
-- Annual operating margin in the mid 50% range;
-- GAAP tax rate in the range of 38 to 39%;
-- Capital expenditures in the $200-250 million range; and
-- Annual free cash flow in excess of $2 billion.

Visa Inc. provides its financial outlook for the following metric for 2011:

-- Annual diluted class A common stock earnings per share growth of greater than 20%.

Fiscal Fourth Quarter and Full-Year 2009 Earnings Results Conference Call Details:

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

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

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

About Visa Inc.

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

Forward Looking Statements

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

By their nature, forward-looking statements: (i) speak only as of the date they are made, (ii) are not guarantees of future performance or results and (iii) are subject to risks, uncertainties and assumptions that are difficult to predict or quantify. Therefore, actual results could differ materially and adversely from those forward-looking statements as a result of a variety of factors, including all the risks discussed under the heading "Risk Factors" in Part 1, Item 1A - "Risk Factors" in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Periodic Reports on Form 8-K, if any. 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.
    Selected Consolidated Statements of Operations
    (unaudited)
                                                 Three Months   Twelve Months
                                                     Ended          Ended
                                                 September 30,   September 30,
                                                 ------------   -------------
                                                 2009    2008    2009    2008
                                                 ----    ----    ----    ----
                                           (in millions except per share data)
    Operating Revenues

    Service revenues                             $808    $788  $3,174  $3,061
    Data processing revenues                      727     548   2,430   2,073
    International transaction revenues            507     512   1,916   1,721
    Other revenues                                163     160     625     569
    Volume and support incentives                (326)   (299) (1,234) (1,161)
                                                 ----    ----  ------  ------
    Total operating revenues                    1,879   1,709   6,911   6,263
                                                -----   -----   -----   -----

    Operating Expenses

    Personnel                                     334     317   1,143   1,199
    Network, EDP and communications               111      94     393     339
    Advertising, marketing and promotion          283     320     918   1,016
    Professional and consulting fees              107     136     353     438
    Depreciation and amortization                  61      59     226     237
    Administrative and other                      113      98     338     332
    Litigation provision                            1   1,128       2   1,470
                                                    -   -----       -   -----
    Total operating expenses                    1,010   2,152   3,373   5,031
                                                -----   -----   -----   -----

    Operating income (loss)                       869    (443)  3,538   1,232
                                                  ---    ----   -----   -----

    Other Income (Expense)
    Equity in earnings of unconsolidated
     affiliates                                     -       -       -       1
    Interest expense                              (25)    (27)   (115)   (143)
    Investment income, net                         18      39     575     211
    Other                                           1       -       2      35
                                                    -       -       -      --
    Total other income (expense)                   (6)     12     462     104
                                                   --      --     ---     ---

    Income (loss) before income taxes and
     minority interest                            863    (431)  4,000   1,336
    Income tax expense (benefit)                  349     (75)  1,648     532
                                                  ---     ---   -----     ---

    Income before minority interest               514    (356)  2,352     804
    Minority interest                               -       -       1       -
                                                  ---     ---     ---     ---

    Net income (loss)                            $514   $(356) $2,353    $804
                                                 ====   =====  ======    ====

    Basic net income per share
       Class A common stock                     $0.69  $(0.45)  $3.11   $0.96
                                                =====  ======   =====   =====
       Class B common stock                     $0.41  $(0.32)  $1.98   $0.85
                                                =====  ======   =====   =====
       Class C common stock                     $0.69           $3.11
                                                =====           =====
       Class C (series I) common stock                 $(0.45)          $0.96
                                                       ======           =====
       Class C (series II) common stock                 $0.12           $0.79
                                                        =====           =====
       Class C (series III and IV) common stock        $(0.45)          $0.96
                                                       ======           =====

    Basic weighted average shares outstanding
       Class A common stock                       462     447     451     239
                                                  ===     ===     ===     ===
       Class B common stock                       245     245     245     333
                                                  ===     ===     ===     ===
       Class C common stock                       138             148
                                                  ===             ===
       Class C (series I) common stock                    124             191
                                                          ===             ===
       Class C (series II) common stock                    80              56
                                                           ==              ==
       Class C (series III and IV) common stock            27              44
                                                           ==              ==
    Diluted net income per share
       Class A common stock                     $0.69  $(0.45)  $3.10   $0.96
                                                =====  ======   =====   =====
       Class B common stock                     $0.41  $(0.32)  $1.98   $0.85
                                                =====  ======   =====   =====
       Class C common stock                     $0.69           $3.10
                                                =====           =====
       Class C (series I) common stock                 $(0.45)          $0.96
                                                       ======           =====
       Class C (series II) common stock                 $0.12           $0.79
                                                        =====           =====
       Class C (series III and IV) common stock        $(0.45)          $0.96
                                                       ======           =====
    Diluted weighted average shares outstanding
       Class A common stock                       747     774     758     769
                                                  ===     ===     ===     ===
       Class B common stock                       245     245     245     333
                                                  ===     ===     ===     ===
       Class C common stock                       138             148
                                                  ===             ===
       Class C (series I) common stock                    124             191
                                                          ===             ===
       Class C (series II) common stock                    80              56
                                                           ==              ==
       Class C (series III and IV) common stock            27              44
                                                           ==              ==



    Visa Inc.
    Selected Consolidated Balance Sheets
    (unaudited)

                                                 September 30,  September 30,
                                                         2009           2008
                                                         ----           ----
                                          (in millions, except par value data)
    Assets
    Cash and cash equivalents                          $4,617         $4,979
    Restricted cash - litigation escrow                 1,365          1,298
    Investment securities
        Trading                                            59              -
        Available-for-sale                                 56            355
    Settlement receivable                                 605          1,131
    Accounts receivable                                   444            342
    Customer collateral                                   812            679
    Current portion of volume and support
     incentives                                           214            256
    Current portion of deferred tax assets                703            944
    Prepaid expenses and other current assets             366          1,190
                                                          ---          -----

    Total current assets                                9,241         11,174

    Restricted cash - litigation escrow                   350            630
    Investment securities, available-for-sale             168            244
    Volume and support incentives                         102            123
    Property, equipment and technology, net             1,204          1,080
    Other assets                                          125            634
    Intangible assets                                  10,883         10,883
    Goodwill                                           10,208         10,213
                                                       ------         ------

    Total assets                                      $32,281        $34,981
                                                      =======        =======


    Liabilities
    Accounts payable                                     $156           $159
    Settlement payable                                    634          1,095
    Customer collateral                                   812            679
    Accrued compensation and benefits                     396            420
    Volume and support incentives                         284            249
    Accrued liabilities                                   754            306
    Current portion of long-term debt                      12             51
    Current portion of accrued litigation               1,394          2,698
    Redeemable class C (series III) common
     stock, no shares and 35 shares issued and
     outstanding, respectively                              -          1,508
                                                          ---          -----

    Total current liabilities                           4,442          7,165

    Long-term debt                                         44             55
    Accrued litigation                                    323          1,060
    Deferred tax liabilities                            3,807          3,811
    Other liabilities                                     472            613
                                                          ---            ---

    Total liabilities                                   9,088         12,704
                                                        -----         ------

    Temporary Equity and Minority Interest
    Class C (series II) common stock, $0.0001
     par value, no shares and 219 shares
     authorized, no shares and 80 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
     shares authorized and none issued                     $-             $-
    Class A common stock, $0.0001 par value,
     2,001,622 shares authorized, 470 and 448
     issued and outstanding at September 30,
     2009 and 2008, respectively                            -              -
    Class B common stock, $0.0001 par value,
     622 shares authorized, 245 issued and
     outstanding                                            -              -
    Class C common stock, $0.0001 par value,
     1,097 shares authorized, 131 issued and
     outstanding at September 30, 2009                      -              -
    Class C (series I) common stock, $0.0001
     par value, 814 shares authorized, 125
     issued and 124 outstanding at September
     30, 2008                                               -
    Class C (series III) common stock, $0.0001
     par value, 64 shares authorized, 27 issued
     and outstanding at September 30, 2008                  -              -
    Class C (series IV) common stock, $0.0001
     par value, 1 shares authorized, 1 issued
     and outstanding at September 30, 2008                  -              -
    Additional paid-in capital                         21,160         21,060
    Class C treasury stock                                 (2)           (35)
    Accumulated income                                  2,219            186
    Accumulated other comprehensive loss, net            (188)           (70)
                                                         ----            ---
    Total stockholders' equity and accumulated
     income                                            23,189         21,141
                                                       ------         ------

    Total liabilities, temporary equity and
     minority interest, and stockholders' equity      $32,281        $34,981
                                                      =======        =======



    Visa Inc.
    Consolidated Statements Of Cash Flows
    (unaudited)
                                                        Year Ended
                                                       September 30,
                                                       2009     2008
                                                       ----     ----
                                                      (in millions)
      Operating Activities

      Net income                                     $2,353     $804
      Adjustments to reconcile net income to net
       cash provided by operating activities:
             Gain on sale of other investments         (473)       -
             Depreciation and amortization of
              property, equipment and technology        226      237
             Share-based compensation                   115       74
             Tax benefit for share-based
              compensation                               (7)       -
             Restricted stock instruments settled
              in cash for taxes                         (22)       -
             Fair value adjustment for liability
              under the framework agreement               -      (35)
             Interest earned on litigation escrow,
              net of tax                                (15)     (13)
             Net recognized loss on investment
              securities, including
              other-than-temporary impairment             5       34
             Asset impairment                            11       34
             Loss on disposal of property, equipment
              and technology                              2        -
             Minority interest                           (1)       -
             Amortization of volume and support
              incentives                              1,234    1,161
             Accrued litigation and accretion            95    1,601
             Equity in earnings of unconsolidated
              affiliates                                  -       (1)
             Deferred income taxes                      297      (27)
      Change in operating assets and liabilities:
             Trading securities                          34        -
             Accounts receivable                       (102)     (24)
             Settlement receivable                      526     (543)
             Volume and support incentives           (1,136)  (1,378)
             Other assets                              (109)    (158)
             Accounts payable                            (3)     (10)
             Settlement payable                        (461)     451
             Accrued compensation and benefits          (23)    (115)
             Accrued and other liabilities              213      (33)
             Accrued litigation                      (2,201)  (1,525)
             Member deposits                              -       (3)
                                                        ---       --

      Net cash provided by operating activities         558      531
                                                        ---      ---

      Investing Activities

      Investment securities, available-for-sale:
            Purchases                                    (7)  (1,509)
            Proceeds from sales and maturities          297    2,458
      Distribution from money market investment         884        -
      Reclassification of money market investment         -     (983)
      Proceeds from sale of other investments         1,008        -
      Cash acquired through reorganization                -    1,002
      Purchases of / contributions to other
       investments                                      (48)     (25)
      Dividends / distributions from other
       investments                                        2       22
      Purchases of property, equipment and
       technology                                      (306)    (415)
      Proceeds from sale of property, equipment and
       technology                                         -        4
                                                        ---      ---

      Net cash provided by investing activities       1,830      554
                                                      -----      ---

      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            7        -
      Cash proceeds from exercise of stock options       32        -
      Funding of litigation escrow account -
       Retrospective Responsibility Plan             (1,800)  (3,000)
      Payments from litigation escrow account -
       Retrospective Responsibility Plan              2,028    1,085
      Funding of tax escrow account for income tax
       withheld on stock proceeds                         -     (116)
      Payments from tax escrow account                    -      116
      Payment for redemption of stock                (2,646) (13,446)
      Dividends paid                                   (318)     (93)
      Principal payments on debt                        (50)     (18)
      Principal payments on capital lease
       obligations                                       (4)      (4)
                                                         --       --
      Net cash (used in) provided by financing
       activities                                    (2,751)   3,624
                                                     ------    -----

      Effect of exchange rate translation on cash
       and cash equivalents                               1       (5)
                                                        ---       --
      (Decrease) increase in cash and cash
       equivalents                                     (362)   4,704
      Cash and cash equivalents at beginning of year  4,979      275
                                                      -----      ---

      Cash and cash equivalents at end of year       $4,617   $4,979
                                                     ======   ======

      Supplemental Disclosure of Cash Flow Information

              Income taxes paid, net of refunds      $1,172     $678
              Amounts included in accounts payable
               and accrued liabilities related to
               purchases of property, equipment, and
               technology                               $18      $32
              Interest payments on debt                  $7       $8
              Common stock issued in acquisition         $-  $17,935
              Assets acquired in joint venture with
               note payable and equity interest
               issued                                   $22       $-



    Reconciliation of Non-GAAP Adjusted Operating Income and Net Income
    US$ in millions

                                        Three   Three        Twelve    Twelve
                                        Months  Months       Months    Months
                                        Ended   Ended        Ended     Ended
                                        Sept.    Sept.       Sept.     Sept.
                                         30,      30,         30,       30,
                                        2009     2008        2009      2008
                                        -----   ------       ------   ------

    Net (loss) income (as reported)      $514   $(356)        $2,353    $804
           Addback: Income tax
            (benefit) expense (as
            reported)                     349     (75)         1,648     532
           Less: Minority interest
            (as reported)                   -       -             (1)      -
                                          ---     ---             --     ---
    Net (loss) income before
     taxes and minority
     interest (as reported)              $863   $(431)        $4,000  $1,336

    Adjustments:
      Litigation reserve (1)                -   1,122              -   1,457
      Restructuring (2)                    33      70             67     140
      Asset step-up
       amortization (3)                    17      17             68      68
                                           --      --             --      --
      Adjustments to operating
       income                              50   1,209            135   1,665

      Interest accretion on
       American Express
       settlement (4)                       8      11             36      68
      Interest expense on
       Discover settlement (5)              -       -              5       -
      Investment income on
       Litigation Escrow and EU
       proceeds (6)                        (1)    (30)           (22)    (70)
      Underwater contract
       (LIBOR adjustment) (7)               -       -              -     (35)
                                          ---     ---            ---     ---
      Adjustments to non-
       operating income                     7     (19)            19     (37)

    Total adjustments                      57   1,190            154   1,628

    Adjusted income before
     taxes and minority
     interest                             920     759          4,154   2,964
    Tax rate (8)                           40%     41%            41%     41%
    Adjusted income tax expense          (368)   (311)        (1,707) (1,215)
           Addback: Minority interest
            (as reported)                   -       -              1       -
                                          ---     ---            ---     ---
    Adjusted net income                  $552    $448         $2,448  $1,749
                                         ====    ====         ======  ======

    Operating (loss) income (as
     reported)                           $869   $(443)        $3,538  $1,232
           Addback: Adjustments to
            operating income               50   1,209            135   1,665
                                           --   -----            ---   -----
    Adjusted operating income            $919    $766         $3,673  $2,897
                                         ====    ====         ======  ======
    Operating revenues (as
     reported)                         $1,879  $1,709         $6,911  $6,263
    Adjusted operating margin              49%     45%            53%     46%

    Total operating expenses
     (as reported)                     $1,010  $2,152         $3,373  $5,031
            Less: Adjustments to
             operating expenses           (50) (1,209)          (135) (1,665)
                                          ---  ------           ----  ------
    Adjusted operating expenses          $960    $943         $3,238  $3,366
                                         ====    ====         ======  ======


    (1)  Litigation reserve related to the covered litigation.  Settlements
         of, or judgments in, covered litigation will be paid from the
         litigation escrow account.
    (2)  Restructuring costs associated with workforce consolidation and
         elimination of overlapping functions.
    (3)  Non-cash amortization and depreciation of the incremental basis in
         technology and building assets acquired in the reorganization.
    (4)  Non-cash interest expense recorded on future payments to be made
         under the settlement agreement with American Express. These payments
         will be paid from the litigation escrow account.
    (5)  Interest expense recorded on payments made under the settlement
         agreement with Discover. These payments have been paid from the
         litigation escrow account.
    (6)  Investment income earned during the period on all IPO proceeds and
         amounts held in the litigation escrow, including amounts the Company
         used in October 2008 to redeem all class C (series II) common stock
         and a portion of the class C (series III) common stock held by Visa
         Europe.
    (7)  Other expense recorded in the periods presented as a result of
         changes in the Company's estimated liability under the Framework
         Agreement, which governs its relationship with Visa Europe. The
         changes were primarily due to movement in the LIBOR rates in the
         periods presented. This liability was satisfied as part of the
         October 2008 redemptions described above.
    (8)  Rates applied to fiscal 2009 periods represent the GAAP effective tax
         rate adjusted for immaterial one-time charges associated with the
         establishment of our Singapore subsidiary's tax incentive agreement.
         Rates applied to fiscal 2008 periods represent a normalized rate of
         41%.


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

                        For the Three Months      For the Three Months
                         Ended September 30,       Ended September 30,
                              2009                       2008

                               Adjust-   As                 Adjust-      As
                       Actual  ments   Adjusted   Actual     ments    Adjusted
                       ----- --------  --------   ------    --------- --------
    Personnel          $334  $(33) (1)   $301     $317     $(64) (1)   $253
    Network, EDP
     and communications 111     -         111       94       (1) (1)     93
    Advertising,
     marketing and
     promotion          283     -         283      320        -        320
    Professional
     and consulting
     fees               107     -         107      136       (1) (1)    135
    Depreciation
     and amortization    61   (17) (2)     44       59      (17) (2)     42
    Administrative
     and other          113     -         113       98       (4) (1)     94
    Litigation
     provision            1     -           1    1,128   (1,122) (3)      6
                        ---  ----           -    -----   ------         ---
    Total operating
     expenses        $1,010  $(50)       $960   $2,152  $(1,209)       $943
                     ------  ----        ----   ------  -------        ----

                       For the Twelve Months      For the Twelve Months
                      Ended September 30,          Ended September 30,
                             2009                       2008

                               Adjust-   As                 Adjust-      As
                       Actual  ments   Adjusted    Actual    ments    Adjusted
                       ------ -------  --------    ------   --------- --------
    Personnel        $1,143  $(66) (1) $1,077      $1,199   $(121) (1) $1,078
    Network, EDP
     and
     communications     393     -         393         339      (1) (1)    338
    Advertising,
     marketing and
     promotion          918     -         918       1,016       -       1,016
    Professional
     and consulting
     fees               353    (1) (1)    352         438     (14) (1)    424
    Depreciation
     and amortization   226   (68) (2)    158         237     (68) (2)    169
    Administrative
     and other          338     -         338         332      (4) (1)    328
    Litigation
     provision            2     -           2       1,470  (1,457) (3)     13
                        --- -----         ---       -----  ------          --
    Total operating
     expenses        $3,373 $(135)     $3,238      $5,031 $(1,665)     $3,366
                     ------ -----      ------      ------ -------      ------

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



    Reconciliation of Non-GAAP Adjusted Non-operating Income
    US$ in millions

                           For the Three Months       For the Three Months
                            Ended September              Ended September
                               30, 2009                    30, 2008

                               Adjust-   As               Adjust-   As
                        Actual  ments   Adjusted  Actual  ments   Adjusted
                        ------ -------  --------  ------  ------- --------
    Equity in earnings
     of unconsolidated
     affiliates            $-   $-        $-       $-      $-       $-
    Interest expense      (25)   8  (1)  (17)     (27)     11  (1) (16)
    Investment income,
     net                   18   (1) (2)   17       39     (30) (2)   9
    Other                   1    -         1        -       -        -
                          ---  ---       ---      ---     ---      ---
    Total other income
     (expenses)           $(6)  $7        $1      $12    $(19)     $(7)
                          ---    -        --      ---     ---      ---


                          For the Twelve Months     For the Twelve Months
                            Ended September            Ended September
                               30, 2009                   30, 2008

                               Adjust-   As               Adjust-   As
                        Actual  ments   Adjusted  Actual  ments   Adjusted
                        ----- --------  --------  ------  ------- --------
    Equity in earnings
     of unconsolidated
     affiliates            $-   $-        $-        $1      $-       $1
    Interest expense     (115)  41  (1)  (74)     (143)     68 (1)  (75)
    Investment income,
     net                  575  (22) (2)  553       211     (70)(2)  141
    Other                   2    -         2        35     (35)(3)    -
                          ---  ---       ---       ---     ---      ---
    Total other income
     (expenses)          $462  $19      $481      $104    $(37)     $67
                         ----   --      ----      ----     ---      ---

    (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.


                                For the    For the    For the    For the
                                 Three      Three      Twelve     Twelve
                                Months     Months     Months     Months
                                Ended      Ended      Ended      Ended
                               September  September  September  September
                                30, 2009   30, 2008   30, 2009   30, 2008
                               ---------  ---------  ---------  ---------
                                  (in millions, except per share data)

      Adjusted net income           $552       $448     $2,448     $1,749

      Weighted average
       number of diluted
       shares outstanding            747        776        758        776

                                   -----      -----      -----      -----
      Adjusted diluted
       earnings per share          $0.74      $0.58      $3.23      $2.25
                                   -----      -----      -----      -----


    Calculation of Free Cash Flow
    US$ in millions

              Additions(+)/
              Reductions(-)
                to Net
                income                                                FY 2009

                         Net income (as reported)                       2,353

    Capital
     Assets       +      Depreciation and amortization             226
                  -      Capital expenditures                     (306)   (80)
    --------------------------------------------------------------------------

    Litigation    +      Litigation provision                        2
                  +      Accretion expense                          93
                  -      Settlement payments                    (2,201)
                  +      Settlement payments funded by
                          litigation escrow                      2,028
                  +      Settlement payments funded by
                          Morgan Stanley                            65    (13)
    --------------------------------------------------------------------------

    Share-based
     Compensation +      Share-based compensation                         115
    ------------- -      ------------------------                         ---

    Pension       +      Pension expense                            60
                  -      Pension contribution                     (170)  (110)
    --------------------------------------------------------------------------

    VisaNet
     Brazil       -      Gain on sale of investment               (473)
                  +      Proceeds from sale                      1,008    535
    --------------------------------------------------------------------------

    Taxes         +      Income tax expense                      1,648
                  -      Income taxes paid                      (1,172)   476
    --------------------------------------------------------------------------

    Changes in
     Working
     Capital*     +      Changes in other working capital accounts         12
    --------------------------------------------------------------------------

                         Total Free Cash Flow                           3,288

    Less:
     VisaNet
     Brazil       -      Proceeds from sale                     (1,008)
                  +      Income taxes paid                         489   (519)
    --------------------------------------------------------------------------

                         Adjusted Free Cash Flow                        2,769

    * Includes changes in volume & support incentives, trade receivables,
     settlement receivable/payable, and personnel incentives.

Operational Performance Data

The tables below provide information regarding the operational results for the 3 months ended June 30, 2009, as well as the prior seven quarterly reporting periods and the 12 months ended June 30, 2009 and 2008, for cards carrying the Visa, Visa Electron and Interlink brands.

1. Branded Volume and Transactions

The tables present total volume, payments volume, and cash volume, and 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 years are provided for volume-based data.


                          For the 3 Months Ended June 30, 2009

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

    All Visa Credit & Debit
      Asia Pacific           $259      3.7%     10.3%      $165      2.0%
      Canada                   45    -11.5%     -3.7%        41     -9.8%
      CEMEA                   123     -6.4%      9.8%        20      2.8%
      LAC                     150     -2.8%     15.3%        49     -0.4%
      US                      505     -3.9%     -3.9%       412     -2.6%
                            -----                          ----
      Visa Inc.             1,083     -2.7%      3.1%       687     -1.7%

    Visa Credit Programs
      US                     $209    -15.0%    -15.0%      $192     -9.6%
      Rest of World           269     -3.1%      5.1%       234     -1.5%
                            -----                          ----
      Visa Inc.               479     -8.7%     -4.8%       426     -5.3%

    Visa Debit Programs
      US                     $296      5.8%      5.8%      $220      4.6%
      Rest of World           308     -0.3%     15.1%        41      7.2%
                            -----                          ----
      Visa Inc.               604      2.6%     10.4%       261      5.0%



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

    All Visa Credit & Debit
      Asia Pacific          8.4%        2,325            $94          6.9%
      Canada               -1.8%          396              4        -25.1%
      CEMEA                12.3%          324            103         -8.0%
      LAC                  16.3%        1,302            101         -3.9%
      US                   -2.6%        8,282             93         -9.5%
                                       ------            ---
      Visa Inc.             1.5%       12,630            396         -4.4%

    Visa Credit Programs
      US                   -9.6%        2,282            $17        -49.2%
      Rest of World         6.1%        3,293             35        -12.1%
                                       ------            ---
      Visa Inc.            -1.6%        5,575             52        -29.0%

    Visa Debit Programs
      US                    4.6%        6,001            $76          9.7%
      Rest of World        23.0%        1,054            267         -1.3%
                                       ------            ---
      Visa Inc.             7.1%        7,054            343          0.9%



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


    All Visa Credit & Debit
      Asia Pacific         13.7%          540             424           512
      Canada              -18.5%            9              23            31
      CEMEA                 9.3%          736             179           184
      LAC                  14.8%          798             317           344
      US                   -9.5%          778             482           661
                                        -----           -----         -----
      Visa Inc.             6.0%        2,861           1,426         1,732

    Visa Credit Programs
      US                  -49.2%           21             234           309
      Rest of World        -1.6%          137             418           482
                                        -----           -----         -----
      Visa Inc.           -24.6%          159             652           791

    Visa Debit Programs
      US                    9.7%          757             248           352
      Rest of World        14.0%        1,946             526           589
                                        -----           -----         -----
      Visa Inc.            13.0%        2,702             774           941



                         For the 3 Months Ended March 31, 2009

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

    All Visa Credit & Debit
      Asia Pacific          $229      -6.5%     11.3%       $147      -7.8%
      Canada                  36     -23.3%     -0.8%         32     -22.2%
      CEMEA                  108      -4.8%     19.6%         17      -0.4%
      LAC                    128     -10.3%     16.1%         42      -9.3%
      US                     468      -4.2%     -4.2%        379      -2.5%
                            ----                            ----
      Visa Inc.              969      -6.5%      4.1%        617      -5.5%

    Visa Credit Programs
      US                    $196     -15.5%    -15.5%       $176      -9.7%
      Rest of World          236     -11.9%      7.3%        204     -11.0%
                            ----                            ----
      Visa Inc.              431     -13.6%     -4.4%        380     -10.4%

    Visa Debit Programs
      US                    $272       5.9%      5.9%       $202       4.7%
      Rest of World          265      -5.4%     19.0%         34      -2.5%
                            ----                            ----
      Visa Inc.              537       0.0%     12.0%        237       3.6%



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

    All Visa Credit & Debit
      Asia Pacific        10.2%          2,176           $82          -4.2%
      Canada               0.5%            347             4         -30.6%
      CEMEA               19.5%            294            91          -5.6%
      LAC                 15.2%          1,283            86         -10.7%
      US                  -2.5%          7,506            89         -10.9%
                                        ------           ---
      Visa Inc.            2.0%         11,607           352          -8.3%

    Visa Credit Programs
      US                  -9.7%          2,083           $19         -47.0%
      Rest of World        8.0%          3,105            32         -17.7%
                                        ------           ---
      Visa Inc.           -1.0%          5,188            51         -31.7%

    Visa Debit Programs
      US                   4.7%          5,423           $70           9.4%
      Rest of World       25.3%            996           231          -5.8%
                                        ------           ---
      Visa Inc.            7.3%          6,419           301          -2.6%



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

    All Visa Credit & Debit
      Asia Pacific        13.3%           545             420           506
      Canada             -10.3%             9              23            31
      CEMEA               19.6%           666             178           182
      LAC                 16.6%           775             313           341
      US                 -10.9%           708             481           665
                                        -----           -----         -----
      Visa Inc.            7.8%         2,703           1,415         1,724

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

    Visa Debit Programs
      US                   9.4%           686             241           347
      Rest of World       18.1%         1,864             517           579
                                        -----           -----         -----
      Visa Inc.           15.9%         2,550             758           926



                         For the 3 Months Ended December 31, 2008

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

    All Visa Credit & Debit
      Asia Pacific          $243       1.1%     12.3%      $161        2.1%
      Canada                  43     -16.3%      2.1%        38      -15.4%
      CEMEA                  136      18.5%     34.5%        20       11.9%
      LAC                    144      -1.2%     21.7%        47       -0.4%
      US                     505      -1.9%     -1.9%       409       -1.0%
                           -----                           ----
      Visa Inc.            1,071       0.4%      7.9%       675       -0.9%

    Visa Credit Programs
      US                    $231      -9.0%     -9.0%      $203       -6.9%
      Rest of World          266      -2.3%     11.7%       228       -1.6%
                           -----                           ----
      Visa Inc.              496      -5.5%      1.0%       431       -4.2%

    Visa Debit Programs
      US                    $275       5.0%      5.0%      $206        5.6%
      Rest of World          301       7.1%     25.1%        38        5.9%
                           -----                           ----
      Visa Inc.              575       6.1%     14.6%       244        5.6%



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

    All Visa Credit & Debit
      Asia Pacific         13.2%        2,227             $82         -0.9%
      Canada                3.2%          395               4        -23.5%
      CEMEA                30.3%          306             117         19.7%
      LAC                  21.3%        1,344              97         -1.6%
      US                   -1.0%        7,831              96         -5.3%
                                       ------             ---
      Visa Inc.             4.4%       12,103             397          2.6%

    Visa Credit Programs
      US                   -6.9%        2,380             $28        -21.7%
      Rest of World        12.0%        3,228              37         -5.9%
                                       ------             ---
      Visa Inc.             2.2%        5,608              65        -13.4%

    Visa Debit Programs
      US                    5.6%        5,451             $69          3.4%
      Rest of World        28.7%        1,043             263          7.3%
                                       ------             ---
      Visa Inc.             8.6%        6,495             331          6.5%


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

    All Visa Credit & Debit
      Asia Pacific        10.5%           533            414            501
      Canada              -6.6%             9             23             30
      CEMEA               35.2%           708            174            179
      LAC                 21.9%           848            312            340
      US                  -5.3%           714            484            667
                                        -----          -----          -----
      Visa Inc.           14.4%         2,811          1,406          1,718

    Visa Credit Programs
      US                 -21.7%            28            258            335
      Rest of World       10.2%           148            415            478
                                        -----          -----          -----
      Visa Inc.           -6.1%           176            673            813

    Visa Debit Programs
      US                   3.4%           686            226            333
      Rest of World       24.6%         1,949            507            572
                                        -----          -----          -----
      Visa Inc.           19.5%         2,635            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                     525       7.3%      7.3%        421       8.6%
                           -----                            ----
      Visa Inc.            1,128      15.9%     16.5%        701      12.4%

    Visa Credit Programs
      US                    $245       2.0%      2.0%       $213       3.5%
      Rest of World          280      15.6%     18.9%        239      16.1%
                           -----                            ----
      Visa Inc.              526       8.9%     10.4%        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%


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

    All Visa Credit & Debit
      Asia Pacific         20.5%        2,144            $87          16.6%
      Canada               10.6%          395              5          -4.9%
      CEMEA                42.1%          280            123          44.3%
      LAC                  28.5%        1,237            108          30.5%
      US                    8.6%        7,686            104           2.4%
                                       ------            ---
      Visa Inc.            13.4%       11,742            427          22.2%

    Visa Credit Programs
      US                    3.5%        2,367            $32          -7.0%
      Rest of World        19.2%        3,115             41          12.9%
                                       ------            ---
      Visa Inc.            11.2%        5,482             74           3.2%

    Visa Debit Programs
      US                   14.3%        5,319            $71           7.3%
      Rest of World        37.8%          941            282          33.3%
                                       ------            ---
      Visa Inc.            17.6%        6,260            353          27.1%


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

    All Visa Credit & Debit
      Asia Pacific        20.1%           525             400           480
      Canada              -1.6%             9              24            32
      CEMEA               44.9%           671             169           176
      LAC                 25.5%           798             301           334
      US                   2.4%           745             474           651
                                        -----           -----         -----
      Visa Inc.           22.0%         2,748           1,368         1,673

    Visa Credit Programs
      US                  -7.0%            30             263           336
      Rest of World       17.4%           153             410           473
                                        -----           -----         -----
      Visa Inc.            5.3%           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%     21.4%       $162      22.4%
      Canada                  51      14.3%     10.3%         45      14.5%
      CEMEA                  131      45.8%     38.8%         19      37.8%
      LAC                    155      35.4%     23.1%         50      40.3%
      US                     526       8.8%      8.8%        423       9.7%
                           -----                            ----
      Visa Inc.            1,113      19.2%     15.9%        699      15.2%

    Visa Credit Programs
      US                    $246       4.7%      4.7%       $213       5.0%
      Rest of World          278      21.7%     17.5%        238      22.6%
                           -----                            ----
      Visa Inc.              524      13.1%     10.9%        450      13.6%

    Visa Debit Programs
      US                    $280      12.6%     12.6%       $210      15.0%
      Rest of World          309      39.4%     30.9%         38      40.3%
                           -----                            ----
      Visa Inc.              589      25.2%     20.9%        248      18.2%


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

    All Visa Credit & Debit
      Asia Pacific        19.1%         2,032            $88         28.0%
      Canada              10.4%           383              6         13.0%
      CEMEA               36.4%           255            112         47.2%
      LAC                 27.5%         1,160            105         33.2%
      US                   9.7%         7,666            103          4.9%
                                       ------            ---
      Visa Inc.           13.4%        11,495            414         26.6%

    Visa Credit Programs
      US                   5.0%         2,338            $34          2.9%
      Rest of World       18.3%         2,969             40         16.4%
                                       ------            ---
      Visa Inc.           11.4%         5,307             74          9.8%

    Visa Debit Programs
      US                  15.0%         5,328            $69          5.9%
      Rest of World       32.0%           860            271         39.3%
                                       ------            ---
      Visa Inc.           17.0%         6,188            340         30.9%


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

    All Visa Credit & Debit
      Asia Pacific        25.8%           498             387           472
      Canada               9.0%             9              24            31
      CEMEA               39.2%           640             159           168
      LAC                 21.1%           754             303           328
      US                   4.9%           738             465           642
                                        -----           -----         -----
      Visa Inc.           20.7%         2,639           1,338         1,642

    Visa Credit Programs
      US                   2.9%            29             262           335
      Rest of World       13.0%           146             404           464
                                        -----           -----         -----
      Visa Inc.            7.9%           175             666           798

    Visa Debit Programs
      US                   5.9%           708             203           308
      Rest of World       30.8%         1,756             470           536
                                        -----           -----         -----
      Visa Inc.           24.1%         2,464             673           844



                          For the 3 Months Ended March 31, 2008

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

    All Visa Credit & Debit
      Asia Pacific          $245      29.4%     22.5%       $159      26.5%
      Canada                  47      30.9%     10.0%         41      30.5%
      CEMEA                  114      40.8%     35.2%         17      40.4%
      LAC                    143      37.8%     22.4%         46      47.5%
      US                     488      10.8%     10.8%        389      12.0%
                           -----                            ----
      Visa Inc.            1,036      22.0%     16.6%        652      19.1%

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

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



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

    All Visa Credit & Debit
      Asia Pacific        19.4%          1,913           $85          35.2%
      Canada               9.7%            337             6          33.8%
      CEMEA               37.9%            236            96          40.9%
      LAC                 30.5%          1,123            97          33.7%
      US                  12.0%          7,085           100           6.5%
                                        ------           ---
      Visa Inc.           14.9%         10,694           384          27.2%

    Visa Credit Programs
      US                   8.1%          2,172           $36           7.5%
      Rest of World       19.1%          2,798            39          23.0%
                                        ------           ---
      Visa Inc.           13.2%          4,969            75          15.0%

    Visa Debit Programs
      US                  16.2%          4,913           $64           6.0%
      Rest of World       32.6%            812           245          38.9%
                                        ------           ---
      Visa Inc.           18.0%          5,725           309          30.6%


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

    All Visa Credit & Debit
      Asia Pacific        28.6%           458             376           457
      Canada              12.5%             9              24            31
      CEMEA               34.7%           584             148           156
      LAC                 18.8%           719             288           312
      US                   6.5%           689             456           664
                                        -----           -----         -----
      Visa Inc.           19.8%         2,460           1,291         1,620

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

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


                        For the 3 Months Ended December 31, 2007

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

    All Visa Credit & Debit
      Asia Pacific          $241      28.4%     24.0%       $158      24.3%
      Canada                  51      29.3%     13.6%         45      28.5%
      CEMEA                  115      43.8%     38.6%         18      44.1%
      LAC                    145      33.3%     22.1%         47      44.1%
      US                     515      11.5%     11.5%        413      12.4%
                           -----                            ----
      Visa Inc.            1,067      21.5%     17.7%        681      18.5%

    Visa Credit Programs
      US                    $253       9.1%      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%


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

    All Visa Credit & Debit
      Asia Pacific        20.3%         1,931            $83         36.9%
      Canada              12.8%           382              6         36.5%
      CEMEA               40.5%           235             97         43.8%
      LAC                 31.3%         1,132             99         28.8%
      US                  12.4%         7,422            102          7.7%
                                       ------            ---
      Visa Inc.           15.6%        11,103            387         27.3%

    Visa Credit Programs
      US                   9.7%         2,467            $36          5.9%
      Rest of World       20.3%         2,863             40         23.2%
                                       ------            ---
      Visa Inc.           14.6%         5,330             75         14.4%

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


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

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

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

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


                         For the 3 Months Ended September 30, 2007

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

    All Visa Credit & Debit
      Asia Pacific         $215       25.6%      20.6%      $140      22.1%
      Canada                 47       22.7%      12.9%        42      21.4%
      CEMEA                 101       43.0%      38.9%        15      39.0%
      LAC                   121       26.7%      18.9%        38      38.5%
      US                    489        9.7%       9.7%       388      10.8%
                           ----                             ----
      Visa Inc.             973       18.4%      15.8%       623      15.9%

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

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


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

    All Visa Credit & Debit
      Asia Pacific         17.5%        1,796            $74          32.8%
      Canada               11.8%          362              6          33.0%
      CEMEA                35.7%          211             85          43.8%
      LAC                  29.5%        1,004             83          21.9%
      US                   10.8%        7,043            101           5.7%
                                       ------            ---
      Visa Inc.            13.8%       10,415            349          23.3%

    Visa Credit Programs
      US                    8.5%        2,319            $35          -2.8%
      Rest of World        17.8%        2,654             37          16.4%
                                       ------            ---
      Visa Inc.            12.9%        4,973             71           6.2%

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


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

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

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

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



                          For the 12 Months Ended June 30, 2009

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

    All Visa Credit & Debit
      Asia Pacific          $981       3.3%     13.4%       $636       2.7%
      Canada                 173     -11.5%      1.8%        155     -10.2%
      CEMEA                  511      11.1%     26.8%         78      12.3%
      LAC                    581       3.0%     19.9%        189       4.3%
      US                   2,003      -0.7%     -0.7%      1,621       0.5%
                          ------                           -----
      Visa Inc.            4,251       1.5%      7.8%      2,680       0.9%

    Visa Credit Programs
      US                    $881      -9.3%     -9.3%       $785      -5.7%
      Rest of World        1,051      -0.8%     10.7%        905       0.1%
                          ------                           -----
      Visa Inc.            1,932      -4.9%      0.6%      1,689      -2.7%

    Visa Debit Programs
      US                  $1,123       7.2%      7.2%       $837       7.1%
      Rest of World        1,196       7.7%     22.8%        153      10.9%
                          ------                           -----
      Visa Inc.            2,319       7.5%     14.7%        990       7.7%


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

    All Visa Credit & Debit
      Asia Pacific        12.9%         8,872            $345          4.3%
      Canada               3.2%         1,532              18        -21.1%
      CEMEA               25.6%         1,204             434         10.9%
      LAC                 20.4%         5,166             393          2.4%
      US                   0.5%        31,306             382         -5.8%
                                       ------           -----
      Visa Inc.            5.3%        48,081           1,571          2.4%

    Visa Credit Programs
      US                  -5.7%         9,112             $96        -31.2%
      Rest of World       11.2%        12,741             146         -6.1%
                                       ------           -----
      Visa Inc.            2.7%        21,853             242        -17.9%

    Visa Debit Programs
      US                   7.1%        22,194            $286          7.5%
      Rest of World       28.6%         4,034           1,043          7.2%
                                       ------           -----
      Visa Inc.           10.0%        26,228           1,329          7.3%


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

    All Visa Credit & Debit
      Asia Pacific        14.4%         2,143             424           512
      Canada              -9.3%            36              23            31
      CEMEA               27.0%         2,781             179           184
      LAC                 19.7%         3,220             317           344
      US                  -5.8%         2,944             482           661
                                       ------           -----         -----
      Visa Inc.           12.5%        11,123           1,426         1,732

    Visa Credit Programs
      US                 -31.2%           101             234           309
      Rest of World        7.3%           570             418           482
                                       ------           -----         -----
      Visa Inc.          -12.2%           671             652           791

    Visa Debit Programs
      US                   7.5%         2,843             248           352
      Rest of World       22.0%         7,609             526           589
                                       ------           -----         -----
      Visa Inc.           18.6%        10,453             774           941



                         For the 12 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          $950      26.9%     22.1%       $619      23.8%
      Canada                 196      23.8%     11.7%        173      23.3%
      CEMEA                  460      43.4%     37.9%         69      40.3%
      LAC                    564      33.5%     21.6%        181      42.7%
      US                   2,018      10.2%     10.2%      1,613      11.2%
                          ------                           -----
      Visa Inc.            4,189      20.3%     16.5%      2,655      17.1%

    Visa Credit Programs
      US                    $971       7.1%      7.1%       $832       7.8%
      Rest of World        1,060      24.8%     18.2%        904      25.7%
                          ------                           -----
      Visa Inc.            2,031      15.7%     12.3%      1,736      16.5%

    Visa Debit Programs
      US                  $1,047      13.1%     13.1%       $781      15.1%
      Rest of World        1,111      38.6%     30.0%        138      41.9%
                          ------                           -----
      Visa Inc.            2,158      25.0%     20.7%        919      18.5%



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

    All Visa Credit & Debit
      Asia Pacific         19.1%        7,672           $331          33.1%
      Canada               11.2%        1,463             23          28.3%
      CEMEA                37.6%          937            391          44.0%
      LAC                  29.6%        4,418            383          29.6%
      US                   11.2%       29,216            406           6.2%
                                       ------          -----
      Visa Inc.            14.4%       43,707          1,534          26.2%

    Visa Credit Programs
      US                    7.8%        9,296           $140           3.3%
      Rest of World        18.9%       11,284            156          19.7%
                                       ------          -----
      Visa Inc.            13.0%       20,580            295          11.3%

    Visa Debit Programs
      US                   15.1%       19,920           $266           7.8%
      Rest of World        32.5%        3,207            972          38.2%
                                       ------          -----
      Visa Inc.            17.1%       23,127          1,238          30.3%


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

    All Visa Credit & Debit
      Asia Pacific         28.1%        1,826             387           472
      Canada               15.8%           37              24            31
      CEMEA                38.0%        2,359             159           168
      LAC                  18.1%        2,920             303           328
      US                    6.2%        2,872             465           642
                                       ------           -----         -----
      Visa Inc.            20.4%       10,014           1,338         1,642

    Visa Credit Programs
      US                    3.3%          127             262           335
      Rest of World        14.6%          544             404           464
                                       ------           -----         -----
      Visa Inc.             8.6%          671             666           798

    Visa Debit Programs
      US                    7.8%        2,745             203           308
      Rest of World        29.7%        6,598             470           536
                                       ------           -----         -----
      Visa Inc.            23.7%        9,343             673           844

Footnote

The preceding tables present regional total volume, payments volume and cash volume, and 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 years 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 year-over-year 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. Cross Border Volume

The table below represents cross border volume growth for cards carrying the Visa, Visa Electron, Interlink and PLUS brands. Cross border volume refers to payments and cash volume where the issuing country is different from the merchant country.


                                     Growth             Growth
     Period                       (Nominal USD)      (Constant USD)
     ------                      ---------------   -----------------
     3 Months Ended
     --------------
     Sep 30, 2009                       -9%                -5%
     Jun 30, 2009                      -15%                -8%
     Mar 31, 2009                      -15%                -6%
     Dec 31, 2008                       -6%                 0%
     Sep 30, 2008                       14%                12%
     Jun 30, 2008                       20%                14%
     Mar 31, 2008                       25%                17%
     Dec 31, 2007                       29%                22%

     12 Months Ended
     ---------------
     Sep 30, 2009                      -11%                -5%
     Sep 30, 2008                       22%                16%

3. Processed Transactions

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


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

     3 Months Ended
     --------------
     Sep 30, 2009                   10,463         9%
     Jun 30, 2009                   10,266         8%
     Mar 31, 2009                    9,360         6%
     Dec 31, 2008                    9,797         8%
     Sep 30, 2008                    9,590        11%
     Jun 30, 2008                    9,473        13%
     Mar 31, 2008                    8,800        15%
     Dec 31, 2007                    9,094        13%

     12 Months Ended
     ---------------
     Sep 30, 2009                   39,885         8%
     Sep 30, 2008                   36,956        13%

SOURCE Visa Inc.

Investors: Jack Carsky or Victoria Hyde-Dunn, +1-415-932-2213, ir@visa.com; Media: Paul Cohen or Will Valentine, +1-415-932-2564, globalmedia@visa.com