Table	of	Contents

# UNITED	STATES	SECURITIES	AND	EXCHANGE	COMMISSION

ANNUAL	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF	1934

For	the	fiscal	year	ended	September	30,	2010

TRANSITION	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF	1934

# VISA	INC.

(Exact	name	of	Registrant	as	specified	in	its	charter)

Delaware

(State	or	other	jurisdiction of	incorporation	or	organization)

P.O.	Box	8999 San	Francisco,	California (Address	of	principal	executive	offices)

(IRS	Employer Identification	No.)

Registrant's	telephone	number,	including	area	code:				(415)	932-2100 Securities	registered	pursuant	to	Section	12(b)	of	the	Act:

Title	of	each	Class

Class	A	common	stock,	par	value	$.0001	per	share

Name	of	each	exchange	on	which	registered

New	York	Stock	Exchange

Securities	registered	pursuant	to	Section	12(g)	of	the	Act:

# Class	B	common	stock,	par	value	$.0001	per	share

# Class	C	common	stock,	par	value	$.0001	per	share

Indicate	by	check	mark	if	the	registrant	is	a	well-known	seasoned	issuer,	as	defined	in	Rule	405	of	the	Securities	Act.				Yes		 þ				No		¨

Indicate	by	check	mark	if	the	registrant	is	not	required	to	file	reports	pursuant	to	Section	13	or	15(d)	of	the	Act.				Yes		 ¨				No		þ

Indicate	by	check	mark	whether	the	registrant	(1)	has	filed	all	reports	required	to	be	filed	by	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of 1934	during	the	preceding	12	months	(or	for	such	shorter	period	that	the	registrant	was	required	to	file	such	reports),	and	(2)	has	been	subject	to	such filing	requirements	for	the	past	90	days.				Yes		þ				No		¨

Indicate	by	check	mark	whether	the	registrant	has	submitted	electronically	and	posted	on	its	corporate	website,	if	any,	every	Interactive	Data	File required	to	be	submitted	and	posted	pursuant	to	Rule	405	of	Regulation	S-T	(§232.405	of	this	chapter)	during	the	preceding	12	months	(or	for	such shorter	period	that	the	registrant	was	required	to	submit	and	post	such	files).				Yes		þ				No		¨

Indicate	by	check	mark	if	disclosure	of	delinquent	filers	pursuant	to	Item	405	of	Regulation	S-K	is	not	contained	herein,	and	will	not	be	contained	to the	best	of	registrant's	knowledge,	in	definitive	proxy	or	information	statements	incorporated	by	reference	in	Part	III	of	this	Form	10-K	or	any	amendment to	this	Form	10-K.				¨

Indicate	by	check	mark	whether	the	registrant	is	a	large	accelerated	filer,	an	accelerated	filer,	or	a	non-accelerated	filer.	See	the	definitions	of	"large accelerated	filer"	"accelerated	filer"	and	"smaller	reporting	company"	in	Rule	12b-2	of	the	Exchange	Act.	(Check	one):

Large	accelerated	filer		þ

Non-accelerated	filer		¨

	 Accelerated	filer		¨

	 Smaller	reporting	company		¨

(Do	not	check	if	a	smaller	reporting	company)

Indicate	by	check	mark	whether	the	registrant	is	a	shell	company	(as	defined	in	Rule	12b-2	of	the	Exchange	Act).				Yes		 ¨				No		þ

The	aggregate	market	value	of	the	registrant's	class	A	common	stock,	par	value	$.0001	per	share,	held	by	non-affiliates	(using	the	New	York	Stock Exchange	closing	price	as	of	March	31,	2010,	the	last	business	day	of	the	registrant's	most	recently	completed	second	fiscal	quarter)	was	approximately $44.8	billion.	There	is	currently	no	established	public	trading	market	for	the	registrant's	class	B	common	stock,	par	value	$.0001	per	share,	or	the registrant's	class	C	common	stock,	par	value	$.0001	per	share.

As	of	November	10,	2010	there	were	496,665,483	shares	outstanding	of	the	registrant's	class	A	common	stock,	par	value	$.0001	per	share, 245,513,385	shares	outstanding	of	the	registrant's	class	B	common	stock,	par	value	$.0001	per	share,	and	94,690,736	shares	outstanding	of	the registrant's	class	C	common	stock,	par	value	$.0001	per	share.

# DOCUMENTS	INCORPORATED	BY	REFERENCE

Portions	of	the	Registrant's	Proxy	Statement	for	the	2011	Annual	Meeting	of	Stockholders	are	incorporated	herein	by	reference	in	Part	III	of	this Annual	Report	on	Form	10-K	to	the	extent	stated	herein.	Such	Proxy	Statement	will	be	filed	with	the	Securities	and	Exchange	Commission	within	120 days	of	the	Registrant's	fiscal	year	ended	September	30,	2010.

| Item	1 | Business | 5 |
| :--- | :--- | :--- |
| Item\t1A | Risk\tFactors | 19 |
| Item\t1B | Unresolved\tStaff\tComments | 35 |
| Item\t2 | Properties | 35 |
| Item\t3 | Legal\tProceedings | 36 |
| Item\t4 | (Removed\tand\tReserved) | 36 |
| PART\tII |  |  |
| Item\t5 | Market\tfor\tRegistrant's\tCommon\tEquity,\tRelated\tStockholder\tMatters\tand\tIssuer\tPurchases\tof\tEquity\tSecurities | 37 |
| Item\t6 | Selected\tFinancial\tData | 39 |
| Item\t7 | Management's\tDiscussion\tand\tAnalysis\tof\tFinancial\tCondition\tand\tResults\tof\tOperations | 41 |
| Item\t7A | Quantitative\tand\tQualitative\tDisclosures\tAbout\tMarket\tRisk | 64 |
| Item\t8 | Financial\tStatements\tand\tSupplementary\tData | 65 |
| Item\t9 | Changes\tin\tand\tDisagreements\twith\tAccountants\ton\tAccounting\tand\tFinancial\tDisclosures | \t138 |
| Item\t9A | Controls\tand\tProcedures | \t138 |
| Item\t9B | Other\tInformation | \t139 |
| PART\tIII |  |  |
| Item\t10 | Directors,\tExecutive\tOfficers\tand\tCorporate\tGovernance | \t140 |
| Item\t11 | Executive\tCompensation | \t140 |
| Item\t12 | Security\tOwnership\tof\tCertain\tBeneficial\tOwners\tand\tManagement\tand\tRelated\tStockholder\tMatters | \t140 |
| Item\t13 | Certain\tRelationships\tand\tRelated\tTransactions,\tand\tDirector\tIndependence | \t140 |
| Item\t14 | Principal\tAccountant\tFees\tand\tServices | \t141 |
| PART\tIV\nItem\t15 | Exhibits\tand\tFinancial\tStatement\tSchedules | \t142 |

Unless	the	context	requires	otherwise,	reference	to	"Company,"	"Visa,"	"we,"	"us"	or	"our"	refers	to	Visa	Inc.	and	its	subsidiaries.

The	registered	trademarks	of	Visa	Inc.	and	its	subsidiaries	include:	"All	It	Takes;"	"Bands	Design—Blue,	White	&	Gold;"	"Dove"	Design;	"Interlink;" "Life	Takes	Visa;"	"PLUS;"	"Verified	by	Visa;"	"Visa;"	"Visa	Classic;"	"Visa	Corporate;"	"Porque	La	Vida	es	Ahora;"	"The	World's	Best	Way	to	Pay;"	"Visa Electron;"	"Visa	Europe;"	"Visa	Fleet;"	"Visa	Infinite;"	"Visa	Mobile;"	"VisaNet;"	"Visa	Platinum;"	"Visa	Purchasing;"	"Visa	Resolve	OnLine;"	"Visa ReadyLink;"	"Visa	Signature;"	"Visa	Signature	Business;"	"Visa	Vale;"	and	"Winged	V"	Design.	Other	trademarks	used	in	this	report	are	the	property	of their	respective	owners.

# Forward-Looking	Statements:

This	annual	report	on	Form	10-K	contains	forward-looking	statements	within	the	meaning	of	the	U.S.	Private	Securities	Litigation	Reform	Act	of 1995.	These	statements	can	be	identified	by	the	terms	"believe,"	"continue,"	"could,"	"estimate,"	"expect,"	"intend,"	"may,"	"potential,"	"project,"	"should," "will,"	and	similar	references	to	the	future.	Examples	of	such	forward-looking	statements	include,	but	are	not	limited	to,	statements	we	make	about	our earnings	per	share,	cash	flow,	revenue,	incentive	payments,	expenses,	operating	margin,	tax	rate	and	capital	expenditures	and	the	growth	of	those items.

By	their	nature,	forward-looking	statements:	(i)	speak	only	as	of	the	date	they	are	made,	(ii)	are	neither	statements	of	historical	fact	nor	guarantees of	future	performance	and	(iii)	are	subject	to	risks,	uncertainties,	assumptions	and	changes	in	circumstances	that	are	difficult	to	predict	or	quantify. Therefore,	actual	results	could	differ	materially	and	adversely	from	those	forward-looking	statements	because	of	a	variety	of	factors,	including	the following:

•the	impact	of	the	U.S.	Wall	Street	Reform	and	Consumer	Protection	Act,	including:

•its	effect	on	issuers'	and	retailers'	network	selection	for	debit	transactions;

•its	effect	on	our	clients	and	on	debit	interchange	rates;

•its	effect	on	other	product	categories,	such	as	credit;	and

•the	adoption	of	similar	and	related	laws	and	regulations	elsewhere;

•developments	in	current	or	future	disputes,	including:

•interchange;

•currency	conversion;	and

•the	risk	that	CyberSource's	business	will	not	be	successfully	integrated	with	Visa's,	including:

•the	costs	associated	with	the	acquisition;	and

•slowed	growth	of	eCommerce;

•	 macroeconomic	and	industry	factors	such	as:

•currency	exchange	rates;

•global	economic,	political,	health	and	other	conditions;

•competitive	pressure	on	client	pricing	and	in	the	payments	industry	generally;

•	 material	changes	in	our	clients'	performance	compared	to	our	estimates;

•	 marketplace	barriers;	and

•disintermediation	from	the	payments	value	stream	through	government	actions	or	bilateral	agreements;

•systemic	developments,	such	as:

•concentration	of	revenue;

•disruption	of	our	transaction	processing	systems	or	the	inability	to	process	transactions	efficiently;

•account	data	breaches	involving	card	data	stored	by	us	or	third	parties;

•increased	fraudulent	and	other	illegal	activities	involving	our	cards;

•failure	to	maintain	interoperability	between	our	and	Visa	Europe's	authorization	and	clearing	and	settlement	systems;

•costs	arising	if	Visa	Europe	were	to	exercise	its	right	to	require	us	to	acquire	all	of	its	outstanding	stock;

•loss	of	organizational	effectiveness	or	key	employees;

•changes	in	accounting	principles	or	treatments;	and

the	other	factors	discussed	under	the	heading	"Risk	Factors"	herein.	You	should	not	place	undue	reliance	on	such	statements.	Unless	required	to	do	so by	law,	we	do	not	intend	to	update	or	revise	any	forward-looking	statement,	because	of	new	information	or	future	developments	or	otherwise.

# PART	I

# ITEM	1. Business

# Overview

Visa	Inc.	("Visa"	or	the	"Company")	is	a	global	payments	technology	company	that	connects	consumers,	businesses,	banks	and	governments	in more	than	200	countries	and	territories,	enabling	them	to	use	digital	currency	instead	of	cash	and	checks.

Our	business	primarily	consists	of	the	following:

•	 we	own,	manage	and	promote	a	portfolio	of	well-known,	widely-accepted	payment	brands,	including	Visa,	Visa	Electron,	PLUS	and	Interlink, which	we	license	to	our	clients	for	use	in	their	payment	programs;

•	 we	offer	a	wide	range	of	branded	payments	product	platforms,	which	our	clients,	primarily	financial	institutions,	use	to	develop	and	offer credit,	debit,	prepaid	and	cash	access	programs	for	their	customers	(individuals,	businesses	and	government	entities);

•	 we	provide	transaction	processing	and	value-added	services	to	our	clients	through	VisaNet,	Visa	Debit	Processing	Services	and	Visa Processing	Services;	and

•	 we	promote	and	enforce	a	common	set	of	operating	regulations	adhered	to	by	our	clients	to	ensure	the	efficient	and	secure	functioning	of	our payments	network	and	the	maintenance	and	promotion	of	our	brands.

To	ensure	our	long-term	success	and	the	success	of	our	clients:

•	 we	invest	in	new	services	and	processing	platforms	to	facilitate	more	convenient	and	innovative	payment	methods,	such	as	mobile	payments, money	transfer	and	eCommerce;	and

•	 we	continually	improve	the	security	of	our	network	and	our	payments	services	to	enhance	the	reliability	of	our	global	processing	infrastructure and	protect	the	security	of	cardholder	information.

We	operate	an	open-loop	payments	network,	a	multi-party	system	in	which	Visa	connects	financial	institutions—issuing	financial	institutions	(or "issuers")	that	issue	cards	to	cardholders,	and	acquiring	financial	institutions	(or	"acquirers")	that	have	the	banking	relationship	with	merchants	–	and manage	the	exchange	of	information	and	value	between	them.	As	such,	Visa	does	not	issue	cards,	extend	credit	or	set	rates	and	fees	for	consumers.	In most	instances,	cardholder	and	merchant	relationships	belong	to,	and	are	managed	by,	our	network	of	financial	institution	clients.	We	derive	revenues primarily	from	fees	paid	by	our	clients	based	on	payments	volume,	transactions	that	we	process	and	other	related	services	that	we	provide.

# Business	developments	in	fiscal	2010	included	the	following:

•	 CyberSource.	We	completed	the	acquisition	of	CyberSource	Corporation	in	July	2010.	CyberSource	provides	payment	and	risk	solutions	to online	businesses,	expanding	Visa's	online	payment,	fraud,	and	security	management	capabilities.	The	combination	of	our	businesses	is expected	to	accelerate	growth	of	the	eCommerce	category	and	enhance	the	value	of	Visa's	network,	product	and	service	offerings	to financial	institutions,	merchants,	partners	and	consumers.

•	 Client	Contracts.	We	continued	to	take	steps	to	solidify	our	foundation	for	long-term	growth	by	successfully	renewing	several	major	client contracts	throughout	the	year.	We	now	have	no	major	contracts	up	for	renewal	until	the	beginning	of	fiscal	2013.

•	 Economic	Recovery.	The	global	economic	recovery	drove	double-digit	growth	across	our	three	primary	revenue	drivers—payments	volume, cross-border	volume	and	Visa-processed	transactions—which	contributed	to	our	17%	year-over-year	total	operating	revenues	gain	for	fiscal 2010.

•	 Sponsorships.	We	sponsored	our	first	FIFA	World	Cup,	held	June-July	2010,	as	part	of	our	overall	FIFA	sponsorship	which	extends	through 2014.	We	also	launched	our	first	global	Olympic	marketing	campaign,	Go	World,	in	November	2009	in	advance	of	the	Vancouver	2010 Olympic	Winter	Games.	This	followed	shortly	after	we	announced	an	eight-year	extension	of	the	Olympic	Games	sponsorship	we	have	had	in place	since	1986,	enabling	us	to	remain	the	exclusive	payment	services	sponsor	through	2020.

•	 Regulation.	New	regulation	affecting	the	payments	industry	and	our	financial	institution	clients	was	adopted	in	several	important	jurisdictions. Of	note	this	fiscal	year,	the	Wall	Street	Reform	and	Consumer	Protection	Act	was	signed	into	law	in	the	United	States	on	July	21,	2010, which	will,	amongst	other	things,	regulate	interchange	fees	and	transaction	routing	rules	related	to	our	debit	card	products.	See	Government Regulation	below.

# Industry	Overview

# The	Global	Payments	Industry

We	operate	in	the	global	payments	industry,	which	is	undergoing	a	powerful	secular	shift	towards	card-based	and	other	electronic	payments	and away	from	paper-based	payments,	such	as	cash	and	checks.	For	more	than	50	years,	Visa	has	played	a	central	role	in	driving	this	migration	by	providing payment	products	and	services	that	we	believe	deliver	significant	benefits	to	consumers,	businesses,	governments	and	merchants.	We	believe	that consumers	are	increasingly	attracted	to	the	convenience,	security,	enhanced	services	and	rewards	associated	with	electronic	payment	forms.	We	also believe	that	corporations	and	governments	are	shifting	to	electronic	payments	to	improve	efficiency,	control	and	security,	and	that	a	growing	number	of merchants	are	accepting	electronic	payments	to	improve	sales	and	customer	convenience.

The	global	payments	industry	consists	of	all	forms	of	payment	and	value	transfer,	including:

•paper-based	payments—cash,	personal	checks,	money	orders,	government	checks,	travelers	cheques	and	other	paper-based	means	of transferring	value;

•card-based	payments—credit	cards,	charge	cards,	debit	cards,	deferred	debit	cards,	ATM	cards,	prepaid	cards,	private	label	cards	and	other types	of	general-purpose	and	limited-use	cards;

•	 mobile	payments—electronic	payments	through	mobile	phones	and	other	handheld	devices	using	a	variety	of	applications	such	as	text messages,	mobile	billing,	web	browsers	or	applications,	contactless	readers,	or	other	means;	and

•other	electronic	payments—wire	transfers,	electronic	benefits	transfers,	automated	clearing	house	payments	and	other	forms	of	electronic payment	not	typically	tied	to	a	payment	card	or	similar	access	device.

The	most	common	card-based	forms	of	payment	are	general-purpose	cards,	which	offer	widespread	merchant	acceptance.	General	purpose	cards are	typically	categorized	as:

•"pay	now"	cards,	such	as	debit	cards,	which	enable	the	cardholder	to	purchase	goods	and	services	by	an	automatic	debit	to	a	checking, demand	deposit	or	other	current	account;

•"pay	later"	cards,	such	as	credit,	deferred	debit	and	charge	cards,	which	typically	permit	a	cardholder	to	carry	a	balance	in	a	revolving	credit or	deferred	debit	account	or	require	payment	of	the	full	balance	within	a	specified	period;	and

•"pay	before"	cards,	such	as	prepaid	cards,	which	are	pre-funded	up	to	a	certain	monetary	value.

Primary	global	general	purpose	card	brands	include	Visa,	MasterCard,	American	Express,	JCB	and	Discover/Diners	Club.	While	these	brands— including	Visa—were	historically	associated	with	consumer	credit	or	charge	cards	in	the	United	States	and	other	major	international	markets,	Visa	and others	have,	over	time,	broadened	their	offerings	to	include	debit,	ATM,	prepaid	and	commercial	cards.

# Our	Core	Operations

We	derive	revenues	primarily	from	fees	paid	by	our	clients	based	on	payments	volume,	transactions	that	we	process	and	other	related	services	we provide.	Our	clients	deliver	Visa	products	and	payment	services	to	consumers	and	merchants	based	on	product	platforms	we	define	and	manage. Payments	network	management	is	a	core	part	of	our	operations,	as	it	ensures	that	our	payments	system	provides	a	safe,	efficient,	consistent	and interoperable	service	to	cardholders,	merchants	and	financial	institutions	worldwide.

# Transaction	Processing	Services

# Processing	Infrastructure

We	own	and	operate	VisaNet,	which	consists	of	multiple	synchronized	processing	centers,	including	a	new	east	coast	data	center	in	the	United States.	In	addition,	Visa	Europe	operates	one	processing	center	in	the	United	Kingdom,	which	is	part	of	our	synchronized	system	in	accordance	with	the terms	of	our	Framework	Agreement	with	Visa	Europe.	These	centers	are	linked	by	a	global	telecommunications	network	and	are	engineered	for redundancy.	Intelligent	access	points	around	the	world	complete	our	global	processing	infrastructure	and	enable	merchants	and	financial	institutions worldwide	to	access	our	core	processing	and	value-added	services.

VisaNet	is	built	on	a	centralized	architecture,	enabling	us	to	view	and	analyze	each	authorization	transaction	we	process	in	real	time	and	to	provide value-added	information,	such	as	risk	scoring	or	loyalty	applications,	while	the	transaction	data	is	being	routed	through	our	system.

CyberSource,	a	wholly-owned	subsidiary	of	Visa	Inc.,	operates	multiple	data	centers	in	the	United	States	and	internationally.	These	secure	data center	facilities	allow	for	high	availability	transaction	services	and	connectivity	to	the	Internet,	clients	and	processing	partners.

# Core	Processing	Services

Our	core	processing	services	involve	the	routing	of	payment	information	and	related	data	to	facilitate	the	authorization,	clearing	and	settlement	of transactions	between	Visa	issuers	and	acquirers.	In	addition,	we	offer	a	range	of	value-added	processing	services	to	support	our	clients'	Visa	programs and	to	promote	the	growth	and	security	of	the	Visa	payments	network.

Authorization	is	the	process	of	approving	or	declining	a	transaction	before	a	purchase	is	finalized	or	cash	is	disbursed.	Clearing	is	the	process	of delivering	final	transaction	data	from	an	acquirer	to	an	issuer	for	posting	to	the	cardholder's	account,	the	calculation	of	certain	fees	and	charges	that apply	to	the	issuer	and	acquirer	involved	in	the	transaction,	and	the	conversion	of	transaction	amounts	to	the	appropriate	settlement	currencies. Settlement	is	the	process	of	calculating,	determining,	reporting	and	transferring	the	net	financial	position	of	our	issuers	and	acquirers	for	all	transactions that	are	cleared.

The	issuer	and	acquirer	involved	in	a	typical	Visa	transaction	perform	additional	functions	that	we	do	not	generally	perform	or	monitor.	For	example, the	acquirer	credits	the	merchant's	account	for	the

amount	of	the	transaction	less	any	fees	the	acquirer	charges	in	accordance	with	the	contractual	agreement	between	the	merchant	and	the	acquirer.	In addition,	the	issuer	sends	a	statement	to	the	cardholder	and	collects	payment,	in	the	case	of	a	credit	or	deferred	debit	card,	or	collects	payment	directly from	the	cardholder's	deposit	account,	in	the	case	of	a	debit	card.

We	process	most	Visa	transactions	occurring	in	the	United	States.	We	also	process	most	Visa	transactions	where	the	issuer	and	the	merchant	are located	in	different	countries,	referred	to	as	cross-border	transactions.	In	many	countries	outside	the	United	States,	domestic	transactions	may	be processed	outside	of	our	systems,	generally	by	government-controlled	payments	networks,	our	clients,	independent	companies	or	joint	ventures	owned	in whole	or	in	part	by	our	clients.

We	perform	clearing	and	settlement	through	VisaNet	for	transactions	involving	an	issuer	that	is	located	in	Visa	Europe's	region	and	an	acquirer	that is	located	in	the	rest	of	the	world,	or	vice	versa.	In	addition,	we	provided	clearing	and	settlement	services	for	Visa	transactions	occurring	entirely	within Visa	Europe's	region	before	Visa	Europe	substantially	deployed	its	own	processing	system	in	fiscal	2010.	The	impact	to	our	consolidated	financial	results as	a	result	of	this	deployment	was	not	material.	Visa	Europe	authorizes	transactions	for	its	members	through	its	own	processing	system.

# Other	Value-Added	Processing	Services

We	offer	a	range	of	other	value-added	services	in	certain	countries,	including	risk	management,	debit	issuer	processing,	loyalty	services,	dispute management	and	value-added	information	services.

Risk	Management	Services.	We	provide	clients	in	certain	countries	with	a	number	of	value-added	risk-management	services.	These	services, including	Visa	Advanced	Authorization,	include	preventive,	monitoring,	investigative	and	predictive	tools,	which	are	intended	to	mitigate	and	help eliminate	fraud	at	the	cardholder	and	merchant	level.

Issuer	Processing	Services.	Visa	Debit	Processing	Services	(DPS)	provides	comprehensive	issuer	processing	services	for	participating	U.S. issuers	of	Visa	debit,	prepaid	and	ATM	payment	products.	In	addition	to	core	issuer	authorization	processing,	DPS	offers	card	management	services, exception	processing,	PIN	and	ATM	network	gateways,	call	center	services,	fraud	detection	services	and	ATM	terminal	driving.	Visa	Processing	Service (VPS)	provides	credit,	debit	and	prepaid	issuer	processing	services,	including	multicurrency	processing	functionality,	outside	the	United	States.

Loyalty	Services.	We	offer	loyalty	services,	such	as	the	Visa	Incentive	Network	and	Visa	Extras,	which	allow	our	clients	to	differentiate	their	Visa program	offerings,	enhance	the	attractiveness	of	their	Visa	payment	programs	and	strengthen	their	relationships	with	cardholders	and	merchants.

Dispute	Management	Services.	We	manage	Visa	Resolve	Online,	an	automated	web-based	service	that	allows	our	clients'	back-office	analysts and	client	service	representatives	to	manage	and	resolve	Visa	transaction	disputes	more	efficiently	than	with	paper-based	processes.

Value-Added	Information	Services.	We	provide	our	clients	with	a	range	of	additional	information-based	business	analytics	and	applications,	as	well as	the	transaction	data	and	associated	infrastructure	required	to	support	them.

Additionally,	through	our	CyberSource-branded	solutions,	we	provide	technology	and	services	that	make	it	easier	for	eCommerce	merchants	to accept,	process	and	reconcile	payments,	manage	fraud,	and	safeguard	payment	security	online.	CyberSource	brings	these	payment	management solutions	to	market	on	two	platforms:	CyberSource	Enterprise	services,	targeting	medium	and	large-sized	enterprise	businesses,	and	Authorize.Net, targeting	smaller	businesses	with	less	than	$3	million	in	annual	online	sales.

# Product	Platforms

We	offer	a	broad	range	of	product	platforms	that	enable	our	clients	to	build	differentiated,	competitive	payment	programs	for	their	consumer, business,	government	and	merchant	clients.	Our	principal	payment	platforms	enable	credit,	charge,	deferred	debit,	debit	and	prepaid	payments,	as	well as	cash	access	for	consumers,	businesses	and	government	entities.	Our	payment	platforms	are	offered	under	our	Visa,	Visa	Electron,	Interlink	and PLUS	brands.

# Consumer	Credit

Our	consumer	credit	product	platforms	allow	our	issuers	to	offer	deferred	payment	and	financing	products	that	can	be	customized	to	meet	the needs	of	all	consumer	segments.	Our	baseline	consumer	credit	platform	is	marketed	to	our	issuers	as	Visa	Classic.	In	addition,	we	offer	premium	credit platforms.	These	enable	our	issuers	to	tailor	programs	to	consumers	requiring	higher	credit	lines	or	enhanced	benefits,	such	as	loyalty	programs.	Our premium	consumer	credit	platforms	are	marketed	to	issuers,	and	in	some	cases,	to	cardholders,	as	Visa	Gold,	Visa	Platinum,	Visa	Signature,	Visa Signature	Preferred	and	Visa	Infinite.

# Consumer	Deposit	Access

Our	deposit	access	product	platforms	enable	our	issuers	to	offer	consumer	payment	and	cash	access	products	that	draw	on	consumers'	deposit accounts,	such	as	checking,	demand	deposit,	asset	or	other	pre-funded	accounts.

Consumer	Debit.	Our	primary	consumer	debit	platform	in	the	United	States	and	many	other	countries	uses	the	Visa	brand	mark.	Our	clients	in	Asia Pacific	(AP),	Latin	America	and	Caribbean	(LAC),	and	Central	and	Eastern	Europe,	Middle	East	and	Africa	(CEMEA),	can	use	the	Visa	Electron	debit platform,	which	requires	all	transactions	initiated	from	the	card	to	be	authorized	electronically.	It	is	primarily	used	by	issuers	offering	payment	programs	to higher	risk	client	segments	or	in	countries	where	electronic	authorization	is	less	prevalent.	In	the	United	States,	we	also	provide	the	Interlink	debit	product platform,	which	generally	requires	a	cardholder	to	enter	a	personal	identification	number	(PIN),	for	authentication.	Interlink	may	be	enabled	through	an acceptance	mark	on	a	Visa	debit	card	or	issued	as	a	standalone	debit	card.

Prepaid.	Our	prepaid	product	platform	enables	issuers	to	offer	products	that	access	a	pre-funded	account,	allowing	cardholders	to	enjoy	the convenience	and	security	of	a	payment	card	in	lieu	of	cash	or	checks.	Our	prepaid	platform	includes	gift,	travel,	youth,	payroll,	money	transfer,	corporate incentive,	insurance	reimbursement	and	government	benefits	cards.

Cash	Access.	Our	clients	can	provide	global	cash	access	to	their	cardholders	by	issuing	products	accepted	at	Visa	and	PLUS	branded	ATMs.	Most Visa	and	Visa	Electron	branded	cards	offer	cash	access	at	ATMs,	as	well	as	at	branches	of	our	participating	financial	institution	clients.	The	PLUS	brand may	also	be	included	on	issuers'	non-Visa	branded	cards	to	offer	international	cash	access	as	a	complement	to	domestic	cash	access	services.

# Commercial

Our	commercial	product	platforms	enable	small	businesses,	medium	and	large	companies,	and	government	organizations	to	streamline	payment processes,	manage	total	spend,	access	information	reporting,	automate	their	supply	chain	and	reduce	administrative	costs.

Small	Businesses.	The	Visa	Business	credit	and	debit	platforms	provide	small	businesses	with	cash	flow	tools,	purchasing	savings,	rewards	and management	reporting.	Visa	Business	Electron	is	an	electronic	authorization	platform	used	in	many	countries	outside	North	America.

Large	and	Medium	Companies.	The	Visa	Corporate	platform	offers	payment	options	primarily	for	employee	travel	and	entertainment	charges, including	cash	advances,	and	provides	detailed	transaction	data	as	well	as	information	and	expense	management	tools.	The	Visa	Purchasing	platform provides	card	and	non-card	electronic	payment	products	that	allow	companies	to	easily	procure	goods	and	services,	while	streamlining	resource-	and paper-intensive	purchase	order	and	invoice	processing.	Through	Syncada,	our	joint	venture	with	US	Bank,	we	market	an	integrated	invoice	processing, payment	and	financing	platform	for	financial	institutions	to	offer	to	their	corporate	and	government	commercial	clients	around	the	world.

Government	Organizations.	In	addition	to	the	products	mentioned	above,	Visa	offers	government	organizations	unique	information-and	expense- management	tools,	employee-fraud-and	misuse-management	tools	and	strategic	sourcing	tools	for	their	card	programs.	In	certain	countries,	Visa	offers specialized	commercial	products	for	specific	government-sponsored	programs,	typically	targeting	agriculture,	small-business,	freight	or	construction	loan programs.

# Product	Platform	Innovation

Our	fundamental	approach	to	innovation	focuses	on	enhancing	our	current	product	platforms	and	extending	the	utility	of	our	products	and	services to	new	merchant	segments	and	geographies.	We	invest	in	innovation	because	we	believe	we	can	drive	more	secure,	accessible	and	versatile	payment program	options	for	clients,	merchants	and	consumers.	We	focus	on	new	payment	channels,	card	technologies,	payment	account	access	devices	and authentication	methods,	and	have	recently	made	significant	investments	in	the	development	of:	eCommerce	payment	platforms;	contact	and	contactless chip	cards	and	devices;	card	product	enhancements;	authentication	and	security	technologies	and	platforms;	and	money	transfer.

In	addition	to	the	eCommerce	(CyberSource)	development	mentioned	above,	we	announced	the	following	innovative	offerings:

•	 we	launched	an	online	shopping	tool	in	the	U.S.,	Rightcliq	by	Visa,	which	improves	the	way	consumers	browse	and	compare	products, checkout	on	merchant	websites,	and	track	packages	to	their	doorstep.

•	 working	with	Bancomer	Transfer	Services,	Inc.,	a	subsidiary	of	BBVA	Bancomer,	S.A.,	we	launched	a	money	transfer	service	that	will	provide an	alternative	for	consumers	that	send	money	from	the	U.S.	to	select	countries	in	Latin	America	and	Asia.

•	 we	partnered	with	DeviceFidelity	to	launch	a	solution	that	combines	Visa's	contactless	payment	technology,	Visa	payWave,	and DeviceFidelity's	In2Pay	technology	to	transform	a	mobile	phone	with	a	microSD	memory	slot	into	a	mobile	contactless	payment	device.

# Payments	Network	Management

We	devote	significant	resources	to	ensure	that	Visa	is	the	payments	network	of	choice	for	clients,	merchants	and	cardholders.	We	seek	to accomplish	this	by	promoting	our	brand	through	marketing	and	sponsorship	activities,	increasing	acceptance	of	Visa	cards	around	the	world	and ensuring	that	the	system	operates	reliably	and	securely	for	all	of	our	network	participants.

# Brand	Management	and	Promotion,	and	Corporate	Reputation

We	engage	in	a	variety	of	activities	designed	to	maintain	and	enhance	the	value	of	our	brand,	taking	a	targeted,	analytical	approach	tailored	by geography	to	achieve	our	growth	and	business	objectives.	We	combine	advertising,	sponsorships,	promotions,	public	relations	and,	increasingly,	social media	to	create	programs	that	build	active	preference	for	products	carrying	our	brand,	promote	product

usage,	increase	product	acceptance	and	support	cardholder	acquisition	and	retention.	For	merchants,	we	work	to	ensure	that	the	Visa	brand	represents timely	and	guaranteed	payment,	as	well	as	a	way	to	increase	sales.	For	our	clients,	our	marketing	program	is	designed	to	support	their	card	issuance, activation	and	usage	efforts	while	complementing	and	enhancing	the	value	of	their	own	brands.

We	establish	global	marketing	relationships	to	promote	the	Visa	brand	and	to	allow	clients	to	conduct	marketing	programs	in	conjunction	with	major sporting	and	entertainment	events.	For	instance,	we	have	been	the	exclusive	payment	card	sponsor	for	the	Olympic	Games	since	1986	and	recently extended	the	sponsorship	through	2020.	We	are	also	one	of	six	FIFA	partners,	which	provides	us	with	worldwide	exclusive	access	to	the	FIFA	World Cup™	and	more	than	40	other	FIFA	competitions	through	2014.	This	sponsorship	creates	a	powerful	opportunity	to	drive	business,	achieve	maximum exposure	and	improve	brand	lift,	global	reach	and	local	relevance.	In	addition,	we	engage	in	marketing	and	sponsorship	activities	with	other	regional, national	and	local	companies,	sports	leagues	or	events,	such	as	the	National	Football	League	in	the	United	States,	or	with	associations	and	companies, to	provide	customized	marketing	platforms	to	clients	in	certain	countries	and	regions.

Our	merchant	marketing	activities	bring	added	value	to	our	merchant	partners	through	the	development	of	marketing	programs	customized	for specific	merchants	and	industry	segments.	These	programs,	which	we	develop	in	conjunction	with	merchants,	generate	awareness	for	new	acceptance channels	and	locations	and	increase	cardholder	spending	and	merchant	sales	revenue	through	special	offers	and	promotions.

In	addition,	we	work	on	various	fronts	to	maintain,	enhance	and	protect	our	corporate	reputation	and	brand.	Our	Corporate	Responsibility	program helps	ensure	we	positively	impact	the	lives	of	those	in	our	global	and	local	communities.	We	do	so	by	focusing	on	promoting	financial	literacy	and inclusion,	providing	humanitarian	aid	and	community	support,	and	engaging	in	responsible	business	practices.	We	continue	to	stress	the	importance	of promoting	an	understanding	of	Visa's	role	as	a	payments	network	and	articulating	the	ways	that	digital	currency	can	advance	economic	empowerment and	business	efficiencies.	To	that	end,	Currency	of	Progress,	our	corporate	reputation	campaign	launched	in	October	2009,	communicates	the	tangible benefits	that	Visa	and	digital	currency	delivers	to	individuals,	businesses,	governments	and	economies.

# Merchant	Acceptance	Initiatives

We	aim	to	maintain	and	expand	our	merchant	base	by	focusing	on	the	needs	of	merchants	and	consumers	and	enhancing	our	programs	to increase	acceptance	in	attractive	and	fast-growing	segments,	such	as	bill	payment.	Our	efforts	to	address	these	needs	include	supporting	the development	of	technological	innovations,	delivering	value-added	information	services,	such	as	the	Visa	Incentive	Network,	and	evaluating	potential modifications	to	our	operating	rules	and	interchange	rates	to	enhance	the	value	of	our	payments	network	compared	to	other	forms	of	payment.	For example,	in	October	2010	we	began	offering	a	global	program	that	enables	millions	of	face-to-face	merchants	to	accept	Visa	cards	for	transactions	of approximately	US$25	or	less	without	requiring	a	cardholder	signature,	PIN	or	providing	a	receipt,	unless	requested	by	the	cardholder.	This	program	has the	potential	to	increase	speed	at	the	point-of-sale,	enhance	consumer	satisfaction	and	deliver	operating	efficiencies	for	merchants.

We	also	enter	into	arrangements	with	certain	merchants	under	which	they	receive	monetary	incentives	and	rebates	for	acceptance	of	products carrying	our	brands	and	increasing	their	payments	volume	of	products	carrying	our	brands	or	indicating	a	preference	for	our	cards.

# Client	Standards

Rulemaking	and	Enforcement.	In	general,	our	clients	are	granted	licenses	to	use	our	brands	and	to	access	our	transaction	processing	systems. Our	clients	are	obligated	to	honor	our	rules	and

standards	through	agreements	with,	and	in	certain	cases	non-equity	membership	interests	in,	our	subsidiaries.	These	rules	and	standards	relate	to	such matters	as	the	use	of	our	brands	and	trademarks;	the	standards,	design	and	features	of	payment	cards,	devices	and	programs;	merchant	acquiring activities,	including	acceptance	standards	applicable	to	merchants;	use	of	agents;	disputes	between	members;	risk	management;	guaranteed	settlement; client	financial	failures	and	allocation	of	losses	among	clients.

We	establish	dispute	management	procedures	between	clients	relating	to	specific	transactions.	For	example,	after	a	transaction	is	presented	to	an issuer,	the	issuer	may	determine	that	the	transaction	is	invalid	for	a	variety	of	reasons,	including	fraud.	If	the	issuer	believes	there	is	a	defect	in	a transaction,	the	issuer	may	return	the	transaction	to	the	acquirer,	an	action	termed	a	"chargeback."	We	enforce	rules	relating	to	chargebacks	and maintain	a	dispute	resolution	process	with	respect	to	chargeback	disputes.

Credit	Risk	Management.	We	indemnify	our	clients	for	any	settlement	loss	suffered	due	to	another	client's	failure	to	fund	its	daily	settlement obligations.	In	certain	instances,	we	may	indemnify	clients	even	in	situations	in	which	a	transaction	is	not	processed	by	our	system.	No	material	loss related	to	settlement	risk	has	been	incurred	in	recent	years.

To	manage	our	exposure	in	the	event	our	clients	fail	to	fund	their	settlement	obligations,	we	have	a	credit	risk	policy	with	a	formalized	set	of	credit standards	and	risk	control	measures.	We	regularly	evaluate	clients	with	significant	settlement	exposure	to	assess	risk.	In	certain	instances,	we	may require	a	client	to	post	collateral	or	provide	other	guarantees.	If	a	client	becomes	unable	or	unwilling	to	meet	its	obligations,	we	are	able	to	draw	upon such	collateral	or	guarantee	in	order	to	minimize	any	potential	loss.	We	may	also	apply	other	risk	control	measures,	such	as	blocking	the	authorization and	settlement	of	transactions,	limiting	the	use	of	certain	types	of	agents,	prohibiting	initiation	of	acquiring	relationships	with	certain	high-risk	merchants or	suspending	or	terminating	a	client's	rights	to	participate	in	our	payments	network.	The	exposure	to	settlement	losses	is	accounted	for	as	a	settlement risk	guarantee.	The	fair	value	of	the	settlement	risk	guarantee	is	estimated	using	our	proprietary	model.	Key	inputs	to	the	model	include	the	probability	of clients	becoming	insolvent,	statistically	derived	loss	factors	based	on	historical	experience	and	estimated	settlement	exposures	at	period	end.

# Payment	System	Integrity

The	integrity	of	our	payments	system	is	affected	by	fraudulent	activity	and	other	illegal	uses	of	our	products.	Fraud	is	most	often	committed	in connection	with	counterfeit	cards	or	card-not-present	transactions	using	stolen	account	information	resulting	from	security	breaches	of	systems	that	store cardholder	or	account	data,	including	systems	operated	by	merchants,	financial	institutions	and	other	third-party	data	processors.

Our	fraud	detection	and	prevention	offerings	include:

•	 Verified	by	Visa,	a	global	Internet	authentication	product,	which	permits	cardholders	to	authenticate	themselves	to	their	issuing	financial institution	using	a	unique	personal	code;

•	 Visa	Advanced	Authorization,	which	adds	additional	fraud	detection	capability	by	adding	real-time	risk	scores	to	authorization	messages;

•	 Chip	technologies	that	have	been	demonstrated	to	reduce	the	incidence	of	counterfeit	card	fraud	at	point-of-sale	locations;	and

•	 CyberSource's	globally	proven	Decision	Manager	solution,	which	provides	access	to	over	200	validation	tests	to	assess	the	legitimacy	of card-not-present	orders.

We	work	with	all	participants	in	the	payment	system	to	ensure	any	entity	that	transmits,	processes	or	stores	sensitive	card	information	takes necessary	steps	to	secure	that	data	and	protect	cardholders.	For	example,	Visa	mandates	protection	of	PIN	data	through	use	of	the	Triple	Data Encryption	Standard	and	works	with	the	payments	industry	to	manage	the	Payment	Card	Industry	Data	Security	Standards	(PCI	DSS).	There	has	been significant	progress	in	growing	industry	adoption	of	PCI	DSS	with	more	than	95	percent	of	the	largest	U.S.	merchants	validating	compliance	annually.

# Interchange	Reimbursement	Fees

Interchange	represents	a	transfer	of	value	between	the	financial	institutions	participating	in	an	open-loop	payments	network	such	as	ours.	On purchase	transactions,	interchange	reimbursement	fees	are	paid	to	issuers	by	acquirers	in	connection	with	transactions	initiated	with	cards	in	our payments	system.	We	set	default	interchange	rates	in	the	United	States	and	other	regions.	In	certain	jurisdictions,	interchange	rates	are	subject	to government	regulation.	Although	we	administer	the	collection	and	remittance	of	interchange	reimbursement	fees	through	the	settlement	process,	we	do not	receive	any	portion	of	interchange	reimbursement	fees.	Interchange	reimbursement	fees	are	often	the	largest	single	component	of	the	costs	that acquirers	charge	merchants	in	connection	with	the	acceptance	of	payment	cards.

We	believe	that	default	interchange	reimbursement	fees	are	an	important	driver	of	system	volume	and	value,	and	promote	the	efficient	operation	of our	payments	network	by	enabling	both	the	issuer	and	the	acquirer	to	understand	the	economics	of	a	given	transaction	before	entering	into	it,	and	by giving	our	clients	an	alternative	to	negotiating	transfer	pricing	with	each	other.	By	establishing	and	modifying	default	interchange	rates	in	response	to marketplace	conditions	and	strategic	demands,	we	seek	to	ensure	a	competitive	value	proposition	for	transactions	using	our	cards	in	order	to	encourage electronic	transactions	and	to	maximize	participation	in	the	Visa	payments	system	by	issuers	and	acquirers	and,	ultimately,	consumers	and	merchants. We	believe	that	proper	management	of	interchange	rates	benefits	consumers,	merchants,	our	financial	institution	clients	and	us	by	promoting	the	overall growth	of	our	payments	network	in	competition	with	other	payment	card	systems	and	other	forms	of	payment,	and	by	creating	incentives	for	innovation, enhanced	data	quality	and	security.

Interchange	reimbursement	fees	and	related	practices	have	come	to	the	attention	of,	or	have	been	or	are	being	reviewed	by,	regulatory	authorities and/or	central	banks	in	a	number	of	jurisdictions,	including,	for	example,	Australia,	Canada,	Brazil	and	South	Africa.	In	the	United	States	in	particular,	the Wall	Street	Reform	and	Consumer	Protection	Act	was	signed	into	law	on	July	21,	2010	and	will	impact	interchange	fees	related	to	debit	card	products. We	are	currently	devoting	substantial	management	and	financial	resources	to	explain	the	importance	of	and	defend	interchange	reimbursement	fee practices	in	these	geographies.	See	Item	1A—Risk	Factors—Interchange	reimbursement	fees	and	related	practices	are	subject	to	significant	legal	and regulatory	scrutiny	worldwide,	and	resulting	regulations	may	have	a	material	adverse	impact	on	our	revenues,	our	prospects	for	future	growth	and	our overall	business,	and	Item	8—Financial	Statements	and	Supplementary	Data—Note	22—Legal	Matters	elsewhere	in	this	report.

Merchant	Discount	Rates.	Merchants	do	not	pay	interchange	reimbursement	fees.	A	merchant's	cost	of	acceptance	is	determined	by	its	acquirer and	is	called	a	merchant	discount	or	merchant	discount	rate.	The	merchant	discount	typically	covers	the	costs	that	acquirers	incur	for	participation	in open-loop	payments	networks,	including	those	relating	to	interchange,	and	compensates	them	for	various	other	services	they	provide	to	merchants. Merchant	discount	rates	and	other	merchant	fees	are	set	by	our	acquirers	without	our	involvement	and	by	agreement	with	their	merchant	clients	and	are established	in	competition	with	other	acquirers,	other	payment	card	systems	and	other	forms	of	payment.	We	do	not	establish	or	regulate	merchant discount	rates	or	any	other	fees	charged	by	our	acquirers.

# Government	Regulation

General.	Government	regulation	affects	key	aspects	of	our	business.	We	are	subject	to	regulation	of	the	payments	industry	in	many	countries	in which	our	cards	are	used.	Our	clients	are	also	subject	to	numerous	regulations	applicable	to	banks	and	other	financial	institutions	in	the	United	States	and elsewhere,	and	consequently	such	regulations	affect	our	business.	In	recent	years,	our	business	has	come	under	increasing	regulatory	scrutiny.

Network	Exclusivity	and	Routing.	Issues	relating	to	network	exclusivity	and	to	interchange	fees	associated	with	open-loop	payments	systems	such as	ours	are	being	reviewed	or	challenged	in	various	jurisdictions	in	which	our	cards	are	used.	Most	notably,	the	Wall	Street	Reform	and	Consumer Protection	Act	recently	enacted	in	the	United	States	includes	provisions	that	will	regulate	the	selection	of	payment	networks	by	issuers	and	the	routing	of debit	transactions	by	retailers.	This	may	result	in	the	routing	of	debit	transactions	onto	competitive	networks,	potentially	reducing	the	processing	fees	we earn	on	debit	transactions.

Interchange	Fees.	The	U.S.	Wall	Street	Reform	and	Consumer	Protection	Act	also	established	regulation	and	oversight	by	the	U.S.	Federal Reserve	Board	of	debit	interchange	rates	and	certain	other	network	industry	practices.	In	addition,	the	Federal	Reserve	now	has	the	power	to	regulate network	fees	to	the	extent	necessary	to	prevent	evasion	of	the	new	rules	on	interchange	rates.	Although	we	administer	the	collection	and	remittance	of interchange	reimbursement	fees	through	the	settlement	process,	we	generally	do	not	receive	any	portion	of	the	interchange	reimbursement	fees. Interchange	reimbursement	fees	are	often	the	largest	component	of	the	costs	that	acquirers	charge	merchants	in	connection	with	the	acceptance	of payment	cards.	Interchange	reimbursement	fees	are	an	important	driver	of	system	volume.

Interchange	fees	and	related	practices	also	have	been	or	are	being	reviewed	by	regulatory	authorities	and/or	central	banks	in	a	number	of jurisdictions.	Most	notably:

•The	Reserve	Bank	of	Australia,	or	RBA,	has	promulgated	regulations	under	legislation	enacted	to	give	it	powers	over	payments	systems. One	of	the	regulations	controls	the	costs	that	can	be	considered	in	setting	interchange	reimbursement	fees	for	Visa	credit	and	debit	cards, but	it	does	not	regulate	the	merchant	discount	charged	by	any	payment	system,	including	competing	closed-loop	payments	systems.	The RBA	has	concluded	that	conditions	have	not	yet	been	met	for	removal	of	interchange	regulation	and	so	will	continue	regulatory	oversight	of interchange.

•In	June	2009,	the	Canadian	Senate	issued	a	report	with	the	non-binding	recommendations	that	debit	interchange	be	set	at	zero	for	three years,	that	merchant	surcharging	be	permitted	in	Canada	and	that	rules	requiring	that	Visa-accepting	merchants	honor	all	cards	be	modified. Canada's	Competition	Bureau	has	opened	a	civil	inquiry	to	review	interchange	and	certain	Visa	rules,	including	those	relating	to	surcharging and	honoring	cards.	In	addition,	the	Canadian	Ministry	of	Finance	has	proposed	a	voluntary	"Code	of	Conduct"	on	related	issues	for	payment card	industry	participants	in	Canada.

•In	March	2009,	the	Central	Bank	of	Brazil	issued	a	joint	report	that	criticized,	amongst	other	things,	Brazil's	current	acquiring	structure,	Visa's no-surcharge	rule,	and	the	current	system	of	setting	interchange	rates.	See	also	Note	22—Legal	Matters	to	our	consolidated	financial statements	included	in	Item	8	in	this	report.

Data	Protection	and	Information	Security.	Aspects	of	our	operations	and	business	are	subject	to	privacy	regulation	in	the	United	States	and elsewhere.	For	example,	in	the	United	States,	our	clients	and	we	are	respectively	subject	to	Federal	Trade	Commission	and	federal	banking	agency information	safeguarding	requirements	under	the	Gramm-Leach-Bliley	Act.	The	Federal	Trade	Commission's

information	safeguarding	rules	require	us	to	develop,	implement	and	maintain	a	written,	comprehensive	information	security	program	containing safeguards	that	are	appropriate	for	our	size	and	complexity,	the	nature	and	scope	of	our	activities,	and	the	sensitivity	of	any	cardholder	information	at issue.	Our	financial	institution	clients	in	the	United	States	are	subject	to	similar	requirements	under	the	guidelines	issued	by	the	federal	banking	agencies. As	part	of	their	compliance	with	the	requirements,	each	of	our	U.S.	clients	is	expected	to	have	a	program	in	place	for	responding	to	unauthorized	access to,	or	use	of,	cardholder	information	that	could	result	in	substantial	harm	or	inconvenience	to	cardholders.	In	addition,	a	large	number	of	U.S.	states	have enacted	security	breach	legislation,	requiring	varying	levels	of	consumer	notification	in	the	event	of	a	security	breach.

Anti-Money	Laundering	and	Anti-Terrorism .	Most	jurisdictions	in	which	our	clients	and	we	operate	have	implemented,	amended	or	have	pending anti-money	laundering	and	anti-terrorism	regulations.	We	are	subject	to	the	provisions	of	the	U.S.A.	PATRIOT	Act,	which	requires	the	creation	and implementation	of	comprehensive	anti-money	laundering	programs.	In	general,	this	requires	that	we	make	certain	efforts	to	prevent	the	use	of	our payments	system	to	facilitate	money	laundering	and	the	financing	of	terrorist	activities,	including,	for	example,	the	designation	of	a	compliance	officer, training	of	employees,	adoption	of	internal	policies	and	procedures	to	mitigate	money	laundering	risks,	and	periodic	audits.

We	are	also	subject	to	regulations	imposed	by	the	U.S.	Treasury's	Office	of	Foreign	Assets	Control,	or	OFAC,	restricting	financial	dealings	with Cuba,	Iran,	Myanmar	and	Sudan,	as	well	as	financial	dealings	with	certain	restricted	third	parties,	such	as	identified	money	laundering	fronts	for	terrorists or	narcotics	traffickers.	While	we	prohibit	financial	institutions	that	are	domiciled	in	those	countries	or	are	restricted	parties	from	being	Visa	members, many	Visa	International	members	are	non-U.S.	financial	institutions,	and	thus	are	not	subject	to	OFAC	restrictions.	Accordingly,	our	payments	network may	be	used	with	respect	to	transactions	in	or	involving	countries	or	parties	subject	to	OFAC-administered	sanctions.

Further,	certain	U.S.	states	have	enacted	legislation	regarding	investments	by	pension	funds	and	other	retirement	systems	in	companies	that	have business	activities	or	contacts	with	countries	identified	as	terrorist-sponsoring	states	and	similar	legislation	may	be	pending	in	other	states.	As	a	result, pension	funds	and	other	retirement	systems	may	be	subject	to	reporting	requirements	with	respect	to	investments	in	companies	such	as	ours	or	may	be subject	to	limits	or	prohibitions	with	respect	to	those	investments.

Issuer	Practice	Legislation	and	Regulation.	The	Board	of	Governors	of	the	U.S.	Federal	Reserve	System	is	in	the	process	of	implementing	the Credit	CARD	Act	enacted	in	May	2009.	The	Credit	CARD	Act	will	have	a	significant	impact	on	the	disclosures	made	by	our	clients	and	on	our	clients' account	terms	and	business	practices.	The	Credit	CARD	Act	and	its	implementing	regulations	will	make	it	more	difficult	for	credit	card	issuers	to	price credit	cards	for	future	credit	risk	and	will	have	a	significant	effect	on	the	pricing,	credit	allocation,	and	business	models	of	most	major	credit	card	issuers. The	law	could	reduce	credit	availability,	or	increase	the	cost	of	credit	to	cardholders,	possibly	affecting	Visa	transaction	volume	and	revenues.

The	Credit	CARD	Act	also	includes	provisions	that	impose	limits	and	restrictions	on	certain	prepaid	(or	"pay	before")	card	products,	including	those imposed	on	fees.	The	statutory	provisions	and	implementing	regulations	may	diminish	the	attractiveness	of	these	products	to	our	clients	and	may consequently	adversely	affect	transaction	volumes	and	revenues.

The	Board	of	Governors	of	the	U.S.	Federal	Reserve	System	has	also	adopted	regulations	on	overdraft	fees	imposed	in	connection	with	ATM	and debit	card	transactions.	These	regulations	will	have	the	effect	of	significantly	reducing	overdraft	fees	our	clients	may	charge	in	connection	with	debit	card programs.	This	may	diminish	the	attractiveness	of	debit	card	programs	to	our	clients	and	may	adversely	affect	transaction	volumes	and	revenues.

Governments	in	certain	countries	have	acted,	or	could	act,	to	provide	resources	or	protection	to	selected	national	payment	card	providers	or national	payment	processing	providers	to	support	domestic	competitors,	to	displace	us	from,	or	prevent	us	from	entering	into,	or	substantially	restrict	us from	participating	in,	particular	geographies.	For	example,	our	financial	institution	clients	in	China	may	not	issue	cards	carrying	our	brands	for	domestic use	in	China.	Governments	in	certain	other	countries	have	considered	similar	restrictions	from	time	to	time.

Financial	Industry	Regulation.	The	U.S.	Federal	Financial	Institution	Examination	Council	periodically	reviews	certain	of	our	operations	in	the United	States	to	ensure	our	compliance	with	applicable	data	integrity	and	security	requirements,	as	well	as	other	requirements	applicable	to	us	because of	our	role	as	a	service	provider	to	financial	institutions.	In	recent	years,	the	federal	banking	regulators	in	the	United	States	have	adopted	a	series	of regulatory	measures	intended	to	require	more	conservative	accounting,	greater	risk	management	and	higher	capital	requirements	for	bank	credit	card activities,	particularly	in	the	case	of	banks	that	focus	on	subprime	cardholders.

In	the	United	States,	regulators	and	the	U.S.	Congress	have	increased	their	scrutiny	of	our	clients'	pricing	and	underwriting	standards	relating	to credit.	For	example,	a	number	of	regulations	have	been	issued	to	implement	the	U.S.	Fair	and	Accurate	Credit	Transactions	Act.	One	such	regulation pertaining	to	risk-based	pricing	could	have	a	significant	impact	on	the	application	process	for	credit	cards	and	result	in	increased	costs	of	issuance	and/or a	decrease	in	the	flexibility	of	card	issuers	to	set	the	price	of	credit.

The	U.S.	Wall	Street	Reform	and	Consumer	Protection	Act	created	a	new	independent	Consumer	Financial	Protection	Bureau	within	the	Federal Reserve	System.	The	bureau	will	assume	responsibility	for	most	federal	consumer	protection	laws	in	the	area	of	financial	services	and	will	have	new authorities	with	respect	to	consumer	issues,	including	those	pertaining	to	us	to	some	extent.	The	creation	of	the	bureau	and	its	actions	may	make payment	card	transactions	less	attractive	to	card	issuers.

Government	regulators	may	determine	that	we	are	a	systemically	important	payments	system	and	impose	settlement	risk	management requirements	on	us,	including	new	settlement	procedures	or	other	operational	rules	to	address	credit	and	operational	risks	or	new	criteria	for	client participation	and	merchant	access	to	our	payments	system.	In	addition,	outside	of	the	United	States,	a	number	of	jurisdictions	have	implemented	legal frameworks	to	regulate	their	domestic	payments	systems.	For	example,	regulators	in	Australia,	Mexico,	Colombia,	India,	Singapore	and	Malaysia	have received	statutory	authority	to	regulate	certain	aspects	of	the	payments	systems	in	those	countries.

Regulation	of	Internet	Transactions.	Many	jurisdictions	in	which	our	clients	and	we	operate	are	considering,	or	are	expected	to	consider,	legislation with	regard	to	Internet	transactions,	and	in	particular	with	regard	to	choice	of	law,	the	legality	of	certain	eCommerce	transactions,	the	collection	of applicable	taxes	and	copyright	and	trademark	infringement.	In	October	2006,	the	U.S.	Congress	enacted	legislation	requiring	the	coding	and	blocking	of payments	for	certain	types	of	Internet	gambling	transactions.	The	legislation	applies	to	payment	system	participants,	including	Visa	and	our	U.S.	clients, and	compliance	was	required	by	June	1,	2010.	These	federal	rules	require	us	and	our	clients	to	implement	compliance	programs	that	could	increase	our costs,	decrease	our	transaction	volumes	or	both.

In	addition,	the	U.S.	Congress	continues	its	consideration	of	regulatory	initiatives	in	the	areas	of	Internet	prescription	drug	purchases,	copyright and	trademark	infringement,	and	privacy,	among	others,	that	could	impose	additional	compliance	burdens	on	us	and/or	our	clients.	Some	U.S.	states	are considering	a	variety	of	similar	legislation.	If	implemented,	these	initiatives	could	require	us	or	our	clients	to	monitor,	filter,	restrict,	or	otherwise	oversee various	categories	of	payment	card	transactions,	thereby	increasing	our	costs	or	decreasing	our	transaction	volumes.

Various	regulatory	agencies	also	continue	to	examine	a	wide	variety	of	issues,	including	identity	theft,	account	management	guidelines,	privacy, disclosure	rules,	security	and	marketing	that	would	affect	our	clients	directly.	These	new	requirements	and	developments	may	affect	our	clients'	ability	to extend	credit	by	using	payment	cards,	which	could	decrease	our	transaction	volumes.	In	some	circumstances,	new	regulations	could	have	the	effect	of limiting	our	clients'	ability	to	offer	new	types	of	payment	programs	or	restricting	their	ability	to	offer	our	existing	programs	such	as	stored	value	cards.

# Intellectual	Property

We	rely	on	a	combination	of	patent,	trademark,	copyright	and	trade	secret	laws	in	the	United	States	and	other	jurisdictions,	as	well	as	confidentiality procedures	and	contractual	provisions,	to	protect	our	proprietary	technology.

We	own	a	number	of	valuable	trademarks	and	designs,	which	are	essential	to	our	business,	including	Visa,	Interlink,	PLUS,	Visa	Electron,	the "Winged	V"	design,	the	"Dove"	design	and	the	"Bands	Design—Blue,	White	&	Gold."	We	also	own	numerous	other	valuable	trademarks	and	designs covering	various	brands,	products,	programs	and	services.	Through	agreements	with	our	clients,	we	authorize	and	monitor	the	use	of	our	trademarks	in connection	with	their	participation	in	our	payments	network.

In	addition,	we	own	a	number	of	patents	and	patent	applications	relating	to	payments	solutions,	transaction	processing,	security	systems	and	other matters.

# Competition

We	compete	in	the	global	payment	marketplace	against	all	forms	of	payment,	including	paper-based	forms	(principally	cash	and	checks),	card- based	payments	(including	credit,	charge,	debit,	ATM,	prepaid,	private-label	and	other	types	of	general-purpose	and	limited-use	cards)	and	other electronic	payments	(including	wire	transfers,	electronic	benefits	transfers,	automatic	clearing	house,	or	ACH,	payments	and	electronic	data	interchange).

Within	the	general	purpose	payment	card	industry,	we	face	substantial	and	intense	competition	worldwide	in	the	provision	of	payments	services	to financial	institution	clients	and	their	cardholder	merchants.	The	leading	global	card	brands	in	the	general	purpose	payment	card	industry	are	Visa, MasterCard,	American	Express	and	Diners	Club.	Other	general-purpose	card	brands	are	more	concentrated	in	specific	geographic	regions,	such	as	JCB in	Japan	and	Discover	in	the	United	States.	In	certain	countries,	our	competitors	have	leading	positions,	such	as	China	UnionPay	in	China,	which	is	the sole	domestic	inter-bank	bankcard	processor	and	operates	the	sole	domestic	bankcard	acceptance	mark	in	China	due	to	local	regulation.	We	also compete	against	private-label	cards,	which	can	generally	be	used	to	make	purchases	solely	at	the	sponsoring	retail	store,	gasoline	retailer	or	other merchant.

In	the	debit	card	market	segment,	Visa	and	MasterCard	are	the	primary	global	brands.	In	addition,	our	Interlink	and	Visa	Electron	brands	compete with	Maestro,	owned	by	MasterCard,	and	various	regional	and	country-specific	debit	network	brands.	In	addition	to	our	PLUS	brand,	the	primary	cash access	card	brands	are	Cirrus,	owned	by	MasterCard,	and	many	of	the	online	debit	network	brands	referenced	above.	In	many	countries,	local	debit brands	are	the	primary	brands,	and	our	brands	are	used	primarily	to	enable	cross-border	transactions,	which	typically	constitute	a	small	portion	of	overall transaction	volume.

We	increasingly	face	competition	from	emerging	players	in	the	payment	space,	many	of	which	are	non-financial	institution	networks	that	have departed	from	the	more	traditional	"bank-centric"	business	model.	The	emergence	of	these	competitive	networks	has	primarily	been	via	the	online channel	with	a	focus	on	eCommerce	and/or	mobile	technologies.

Based	on	payments	volume,	total	volume,	number	of	transactions	and	number	of	cards	in	circulation,	Visa	is	the	largest	retail	electronic	payments network	in	the	world.	The	following	chart	compares	our	network	with	those	of	our	major	general-purpose	payment	network	competitors	for	calendar	year 2009:

|  | Payments | Total | Total |  |
| :--- | :--- | :--- | :--- | :--- |
| Company | Volume | Volume | Transactions | Cards |
|  | (billions) | (billions) | (billions) | (millions) |
| Visa\tInc.^(1) | $2,793 | $ 4,423 | 62.2 | 1,808 |
| MasterCard | 1,852 | 2,454 | 32.1 | 966 |
| American\tExpress | 613 | 620 | 5.1 | 88 |
| Discover | 100 | 109 | 1.7 | 54 |
| JCB | 75 | 83 | 0.8 | 61 |
| Diners\tClub | 25 | 26 | 0.2 | 7 |

Visa	Inc.	figures	as	reported	on	form	8-K	filed	with	the	SEC	on	February	3	and	April	28,	2010,	respectively.	Visa	figures	represent	total	volume, payments	volume	and	cash	volume,	and	the	number	of	payments	transactions,	cash	transactions,	accounts	and	cards	for	products	carrying	the Visa,	Visa	Electron	and	Interlink	brands.	Card	counts	include	PLUS	proprietary	cards.	Payments	volume	represents	the	aggregate	dollar	amount	of purchases	made	with	cards	carrying	the	Visa,	Visa	Electron	and	Interlink	brands	for	the	relevant	period.	Total	volume	represents	payments	volume plus	cash	volume.	The	data	presented	is	reported	quarterly	by	Visa's	clients	on	their	operating	certificates	and	is	subject	to	verification	by	Visa.	On occasion,	clients	may	update	previously	submitted	information.

Sources:	MasterCard,	American	Express,	JCB	and	Diners	Club	data	sourced	from	The	Nilson	Report	issue	946	(April	2010).	Includes	all	consumer	and commercial	credit,	debit	and	prepaid	cards.	Currency	figures	are	in	U.S.	dollars.	MasterCard	excludes	Maestro	and	Cirrus	figures.	American	Express includes	figures	for	third	party	issuers.	JCB	figures	are	for	April	2008	through	March	2009	and	include	third	party	issuers.	Transactions	are	estimates. Diners	Club	figures	are	for	the	12	months	ended	November	30,	2009.	Discover	data	sourced	from	The	Nilson	Report	issue	942	(February	2010)—U.S. data	only	and	includes	business	from	third	party	issuers.

For	more	information	on	the	concentration	of	our	operating	revenues	and	other	financial	information,	see Note	15—Enterprise-wide	Disclosures and	Concentration	of	Business	to	our	consolidated	financial	statements	included	in 	Item	8	of	this	report.

# Working	Capital	Requirements

Payments	settlement	due	from	and	due	to	issuing	and	acquiring	clients	generally	represents	our	most	consistent	and	substantial	liquidity requirement,	arising	primarily	from	the	payments	settlement	of	certain	credit	and	debit	transactions	and	the	timing	of	payments	settlement	between financial	institution	clients	with	settlement	currencies	other	than	the	U.S.	dollar.	These	settlement	receivables	and	payables	generally	remain	outstanding for	one	to	two	business	days,	consistent	with	standard	market	conventions	for	domestic	transactions	and	foreign	currency	transactions.	We	maintain working	capital	sufficient	to	enable	uninterrupted	daily	settlement.	During	fiscal	2010,	we	funded	average	daily	net	settlement	receivable	balances	of $129	million,	with	the	highest	daily	balance	being	$386	million.

# Seasonality

We	do	not	expect	to	experience	any	pronounced	seasonality	in	our	business.	No	individual	quarter	of	fiscal	2010	or	fiscal	2009	accounted	for	more than	30%	of	our	fiscal	2010	or	fiscal	2009	operating	revenues.

# Employees

At	September	30,	2010,	we	employed	approximately	6,800	persons	worldwide,	including	CyberSource.	We	consider	our	relationships	with	our employees	to	be	good.

# Additional	Information	and	SEC	Reports

Our	corporate	Internet	address	is	http://www.corporate.visa.com.	On	our	investor	relations	page,	accessible	through	our	corporate	website	and	at http://investor.visa.com,	we	make	available,	free	of	charge	our	annual	reports	on	Forms	10-K,	our	quarterly	reports	on	Forms	10-Q,	our	current	reports	on Forms	8-K	and	amendments	to	those	reports	as	soon	as	reasonably	practicable	after	they	are	electronically	filed	with,	or	furnished	to,	the	SEC.	The information	contained	on	our	website,	including	the	information	contained	on	our	investor	relations	website,	is	not	incorporated	by	reference	into	this report	or	any	other	report	filed	with,	or	furnished	to,	the	SEC.

# ITEM	1A. Risk	Factors

# Regulatory	Risks

# Regulations	that	prohibit	us	from	requiring	our	customers	to	use	only	our	network	may	decrease	the	number	of	transactions	we	process, materially	and	adversely	affecting	our	financial	condition,	revenues,	results	of	operations,	prospects	for	future	growth	and	overall	business.

We	have	agreements	with	some	issuers	under	which	they	agree	to	issue	certain	payment	cards	that	use	only	the	Visa	network	or	receive incentives	if	they	do	so.	In	addition,	certain	issuers	of	some	debit	products	choose	to	include	only	the	Visa	network.	We	refer	to	these	various	practices	as network	exclusivity.	In	addition,	certain	network	or	issuer	rules	or	practices	may	be	interpreted	as	limiting	the	routing	options	of	merchants	when	multiple debit	networks	co-reside	on	Visa	debit	cards.	Increased	regulatory	scrutiny	in	the	United	States	has	already	resulted	in	laws	that	will	limit	our	and	issuers' ability	to	impose	rules	for,	or	choose	various	forms	of,	network	exclusivity	and	preferred	routing	in	the	debit	area.	See—The	U.S.	Wall	Street	Reform	and Consumer	Protection	Act	may	have	a	material	adverse	impact	on	our	revenues,	our	prospects	for	future	growth	and	our	overall	business.	These restrictions	and	future	regulations	like	them	in	the	United	States	and	elsewhere	have	the	potential	to	cause	a	material	decrease	in	the	number	of transactions	we	process.	In	order	to	retain	that	transaction	volume,	we	might	have	to	reduce	the	fees	we	charge	to	issuers	or	acquirers,	or	we	might	have to	increase	the	payments	and	other	incentives	we	provide	to	issuers	or	acquirers	or	directly	to	merchants.	Any	of	these	eventualities	could	have	a material,	adverse	affect	on	our	financial	condition,	revenues,	results	of	operations,	prospects	for	future	growth	and	overall	business.

# Interchange	reimbursement	fees	and	related	practices	have	been	receiving	significant	legal	and	regulatory	scrutiny	worldwide,	and	the resulting	regulations	may	have	a	material	adverse	impact	on	our	financial	condition,	revenues,	results	of	operations,	prospects	for	future growth	and	overall	business.

Interchange	represents	a	transfer	of	value	between	the	financial	institutions	participating	in	a	payments	network	such	as	ours.	In	connection	with transactions	initiated	with	cards	in	our	payments	system,	interchange	reimbursement	fees	are	typically	paid	to	issuers,	the	financial	institutions	that	issue Visa	cards	to	cardholders.	They	are	typically	paid	by	acquirers,	the	financial	institutions	that	offer	Visa	network	connectivity	and	payments	acceptance services	to	merchants.	We	refer	to	a	system	like	ours,	in	which	a	payment	network	intermediates	between	the	issuer	and	the	acquirer,	as	an	open-loop system.

We	generally	do	not	receive	any	portion	of	interchange	reimbursement	fees.	They	are,	however,	a	factor	on	which	we	compete	with	other	payments providers	and	therefore	an	important	determinant	of	the	volume	of	transactions	we	process	over	our	network.	Consequently,	changes	to	these	fees	can have	a	substantial	impact	on	our	revenues.	We	have	historically	set	default	interchange	reimbursement	fees	in	the	United	States	and	other	countries. However,	in	certain	jurisdictions,	interchange	rates	and	related	practices	are	subject	to	increased	government	regulation.	Increased	regulatory	scrutiny	in the	United	States	has	already	resulted	in	limitations	on	our	ability	to	establish	default	interchange	rates	in	the	debit	area.	See—The	U.S.	Wall	Street Reform	and	Consumer	Protection	Act	may	have	a	material	adverse	impact	on	our	revenues,	our	prospects	for	future	growth	and	our	overall	business.	In addition,	interchange	rates	have	become	subject	to	increased	scrutiny	elsewhere,	and	regulatory	authorities	and	central	banks	in	a	number	of jurisdictions	have	reviewed	or	are	reviewing	them.	These	include	Australia,	Canada,	Brazil	and	South	Africa.

If	we	cannot	set	default	interchange	rates	at	optimal	levels,	issuers	and	acquirers	may	find	our	payments	system	unattractive.	This	could	materially lower	overall	transaction	volumes.	It	could	also	materially	increase	the	attraction	of	closed-loop	payments	systems—those	with	direct	connections	to	both merchants	and	consumers—and	other	forms	of	payment.	In	addition,	issuers	could	begin	to	charge	higher	fees	to	consumers.	This	would	make	our	card programs	less	desirable	and	reduce	our	transaction	volumes	and	profitability.	Acquirers	could	elect	to	charge	higher	discount	rates	to	merchants, regardless	of	the	level	of	Visa	interchange,	leading	merchants	not	to	accept	cards	for	payment	or	to	steer	Visa	cardholders	to	alternate	payment	systems. In	addition,	issuers	and	acquirers	could	attempt	to	decrease	the	expense	of	their	card	programs	by	seeking	incentives	from	us	or	a	reduction	in	the	fees that	we	charge.	Any	of	the	foregoing	could	have	a	substantial,	adverse	impact	on	our	financial	condition,	revenues,	results	of	operations,	prospects	for future	growth	and	overall	business.

# The	U.S.	Wall	Street	Reform	and	Consumer	Protection	Act	may	have	a	material,	adverse	effect	on	our	financial	condition,	revenues,	results	of operations,	prospects	for	future	growth	and	overall	business.

The	Wall	Street	Reform	and	Consumer	Protection	Act	recently	enacted	in	the	United	States	includes	provisions	that	will	regulate	the	selection	of payment	networks	by	issuers	and	the	routing	of	debit	transactions	by	retailers.	This	may	result	in	the	routing	of	debit	transactions	onto	competing networks,	potentially	reducing	the	processing	fees	we	earn	on	debit	transactions.

The	legislation	also	establishes	regulation	and	oversight	by	the	U.S.	Federal	Reserve	Board	of	debit	interchange	rates	and	certain	other	network industry	practices.	In	addition,	the	Federal	Reserve	now	has	the	power	to	regulate	network	fees	to	the	extent	necessary	to	prevent	evasion	of	the	new rules	on	interchange	rates.

The	act	also	created	a	new	independent	Consumer	Financial	Protection	Bureau	within	the	Federal	Reserve	System.	The	bureau	will	assume responsibility	for	most	federal	consumer	protection	laws	in	the	area	of	financial	services	and	will	have	new	authorities	with	respect	to	consumer	issues. The	bureau's	actions	may	make	payment	card	transactions	less	attractive	to	card	issuers.	This	could	result	in	a	reduction	in	our	payments	volume	and revenues.

The	new	legislation	may	have	a	material,	adverse	impact	on	our	financial	condition,	revenues,	results	of	operations,	prospects	for	future	growth	and overall	business.	Failure	by	our	clients	or	by	us	successfully	to	adjust	our	strategies	to	compete	in	the	new	environment	would	increase	this	impact.

# New	regulations	in	one	jurisdiction	or	of	one	product	segment	may	lead	to	new	regulations	in	other	jurisdictions	or	of	other	products.

Regulators	around	the	world	increasingly	look	at	each	other's	approaches	to	the	regulation	of	the	payments	industry.	Consequently,	a	development in	any	one	country,	state	or	region	may	influence	regulatory	approaches	in	other	countries,	states	or	regions.	This	includes	the	recent	U.S.	Wall	Street Reform	and	Consumer	Protection	Act.	Similarly,	new	laws	and	regulations	in	a	country,	state	or	region	involving	one	product	segment	may	cause lawmakers	there	to	extend	the	regulations	to	another	product.	For	example,	regulations	like	those	affecting	debit	payments	could	eventually	spread	to regulate	credit.

As	a	result,	the	risks	created	by	any	one	new	law	or	regulation	are	magnified	by	the	potential	they	have	to	be	replicated,	affecting	our	business	in another	place	or	involving	another	product	segment.	These	include	matters	like	interchange	rates,	network	exclusivity	and	preferred	routing	agreements. Conversely,	if	widely	varying	regulations	come	into	existence	worldwide,	we	may	have	difficulty	adjusting	our	products,	services,	fees	and	other	important aspects	of	our	business,	with	the	same	effect.	Either	of	these	eventualities	could	materially	and	adversely	affect	our	business,	financial	condition	and results	of	operations.

# Government	actions	may	prevent	us	from	competing	effectively	against	providers	of	domestic	payments	services	in	certain	countries, materially	and	adversely	affecting	our	ability	to	maintain	or	increase	our	revenues.

Governments	in	certain	countries	provide	resources	or	protection	to	selected	national	payment	card	and	processing	providers.	These	governments may	take	this	action	in	order	to	support	these	providers.	They	may	also	take	this	action	to	keep	us	from	entering	these	countries,	to	force	us	to	leave,	or	to restrict	substantially	our	activities	there.	For	example,	China,	a	significant	emerging	market,	has	increasingly	tightened	its	rules	requiring	use	of	its payment	system	for	domestic	transactions.	Additionally,	governments	in	certain	countries	are	considering,	or	may	consider,	regulatory	requirements	that mandate	processing	of	domestic	payments	entirely	in	that	country.	This	would	prevent	us	from	utilizing	our	global	processing	capabilities	for	our	clients. Our	efforts	to	effect	change	in	these	countries	may	not	succeed.	This	could	adversely	affect	our	ability	to	maintain	or	increase	our	revenues	and	extend our	global	brands.

# Regulation	in	the	areas	of	consumer	privacy	and	data	use	and	security	could	decrease	the	number	of	payment	cards	issued,	our	payments volume	and	our	revenues.

Recently,	privacy,	data	use	and	security	have	received	heightened	legislative	and	regulatory	focus	in	the	United	States	(at	the	federal	and	state level)	and	in	other	countries.	For	example,	in	many	jurisdictions	consumers	must	be	notified	in	the	event	of	a	data	breach.	These	measures	may materially	increase	our	costs	and	our	clients'	costs.	They	may	also	decrease	the	number	of	our	cards	our	clients	issue.	This	would	materially	and adversely	affect	our	profitability.	In	addition,	our	failure,	or	the	failure	of	our	clients,	to	comply	with	these	laws	and	regulations	could	result	in	fines, sanctions,	litigation	and	damage	to	our	global	reputation	and	our	brands.

# If	government	regulators	determine	that	we	are	a	"systemically	important	payments	system,"	we	may	have	to	change	our	settlement procedures	or	other	operations,	making	it	costlier	to	operate	our	business	and	reducing	our	operational	flexibility.

A	number	of	international	initiatives	are	underway	to	maintain	financial	stability	by	strengthening	financial	infrastructure.	The	Committee	on Payment	and	Settlement	Systems	of	the	central	banks	of	the	Group	of	Ten	countries	has	developed	a	set	of	core	principles	for	"systemically	important payment	systems."	Government	regulators	in	the	United	States	or	elsewhere	may	determine	that	we	are	a

systemically	important	payments	system	and	impose	settlement	risk-management	requirements	on	us.	These	could	include	new	settlement	procedures or	other	operational	rules	to	address	credit	and	operational	risks.	They	could	also	include	new	criteria	for	member	participation	and	merchant	access	to our	payments	system.	Any	of	these	developments	could	increase	the	cost	of	operating	our	business.

# Recent	increased	global	regulatory	focus	on	the	payments	industry	may	result	in	costly	new	compliance	burdens	on	our	clients	and	on	us, leading	to	increased	costs	and	decreased	payments	volume	and	revenues.

Regulation	of	the	payments	industry	has	increased	significantly	in	recent	years.	Examples	include:

•	 Anti-Money-Laundering	Regulation.	The	U.S.A.	PATRIOT	Act	and	similar	laws	in	other	jurisdictions	require	us	to	maintain	a	comprehensive anti-money	laundering	program;

•	 U.S.	Treasury	Office	of	Foreign	Assets	Control	Regulation .	Regulations	imposed	by	the	U.S.	Treasury	Office	of	Foreign	Assets	Control,	or OFAC,	restrict	us	from	dealing	with	certain	countries	and	parties	considered	to	be	connected	with	money	laundering,	terrorism	or	narcotics. Non-U.S.	Visa	International	members	may	not	be	similarly	restricted,	so	our	payments	system	may	be	used	for	transactions	in	or	involving countries	or	parties	subject	to	OFAC-administered	sanctions,	potentially	subjecting	us	to	penalties,	reputational	damage	or	loss	of	business;

•	 Regulation	of	the	Price	of	Credit .	Many	jurisdictions	in	which	our	cards	are	used	have	new	or	proposed	regulations	that	could	increase	the costs	of	card	issuance	or	decrease	the	flexibility	of	card	issuers	to	charge	interest	rates	and	fees	on	credit	card	accounts.	These	include	the Credit	CARD	Act	and	proposed	regulations	under	it.	They	also	include	proposed	changes	to	the	Federal	Truth	in	Lending	Act,	which,	if implemented	along	with	regulations	required	to	be	promulgated	under	the	Credit	CARD	Act,	could	result	in	a	decrease	in	our	payments volume	and	revenues;

•	 Regulation	of	Internet	Transactions.	Proposed	legislation	in	various	jurisdictions	may	make	it	less	desirable	or	more	costly	to	complete Internet	transactions	using	our	cards	by	affecting	the	legality	of	those	transactions,	the	law	that	governs	them,	their	taxation	and	the	allocation of	intellectual	property	rights;	and

•	 Safety	and	Soundness	Regulation.	Recent	federal	banking	regulations	may	make	some	financial	institutions	less	attracted	to	becoming	an issuer	of	our	cards,	because	they	may	be	subject	to	more	conservative	accounting	procedures,	increased	risk	management	or	higher	capital requirements.

Complying	with	these	and	other	regulations	may	increase	our	costs.	Similarly,	the	impact	of	such	regulations	on	our	clients	may	reduce	the	volume of	payments	we	process.	Moreover,	such	regulations	could	limit	the	types	of	products	and	services	that	we	offer,	the	countries	in	which	our	cards	are used	and	the	types	of	cardholders	and	merchants	who	can	obtain	or	accept	our	cards.	Any	of	these	occurrences	could	materially	and	adversely	affect	our business,	prospects	for	future	growth,	financial	condition	and	results	of	operations.

# Litigation	Risks

# A	finding	of	liability	in	the	interchange	litigation	may	result	in	substantial	damages.

Since	2005,	approximately	55	class	actions	and	individual	complaints	have	been	filed	on	behalf	of	merchants	against	us,	MasterCard	and/or	other defendants,	including	certain	financial	institutions	that	issue	Visa-branded	payment	cards	and	acquire	Visa-branded	payment	transactions	in	the	U.S.	We refer	to	this	as	the	interchange	litigation.	Among	other	antitrust	allegations,	the	plaintiffs	allege	that

Visa's	setting	of	default	interchange	rates	violated	federal	and	state	antitrust	laws.	The	lawsuits	have	been	transferred	to	a	multidistrict	litigation	in	the U.S.	District	Court	for	the	Eastern	District	of	New	York.

The	plaintiffs	in	the	interchange	litigation	seek	damages	for	alleged	overcharges	in	merchant	discount	fees	as	well	as	injunctive	and	other	relief. The	consolidated	class	action	complaint	alleges	that	the	plaintiffs	estimate	that	damages	will	range	in	the	tens	of	billions	of	dollars.	Because	these lawsuits	were	brought	under	the	U.S.	federal	antitrust	laws,	any	actual	damages	will	be	trebled,	and	we	may	be	subject	to	joint	and	several	liability	among the	defendants	if	liability	is	established.	This	could	significantly	magnify	the	effect	of	any	adverse	judgment.

The	interchange	litigation	is	part	of	the	covered	litigation	that	our	retrospective	responsibility	plan	is	intended	to	address.	The	retrospective responsibility	plan	may	not,	however,	adequately	insulate	us	from	the	impact	of	settlements	of,	or	judgments	in,	the	interchange	litigation.	Failure	to successfully	defend	or	settle	the	interchange	litigation	would	result	in	liability	that,	to	the	extent	not	covered	by	our	retrospective	responsibility	plan,	could have	a	material	adverse	effect	on	our	financial	condition,	results	of	operations	and	cash	flows,	or,	in	certain	circumstances,	even	cause	us	to	become insolvent.	In	addition,	even	if	our	retrospective	responsibility	plan	covered	our	direct	financial	exposure,	settlements	or	judgments	involving	the multidistrict	litigation	could	include	restrictions	on	our	ability	to	conduct	business,	which	could	increase	our	cost	of	doing	business	and	limit	our	prospects for	future	growth.	See—Our	retrospective	responsibility	plan	may	not	adequately	insulate	us	from	the	impact	of	settlements	and	judgments	in	the	covered litigation	and	will	not	insulate	us	from	other	pending	or	future	litigation,	and	See	Note	22—Legal	Matters	to	our	consolidated	financial	statements	included in	Item	8	in	this	report.

# Our	retrospective	responsibility	plan	may	not	adequately	insulate	us	from	the	impact	of	settlements	or	final	judgments.

Our	retrospective	responsibility	plan	addresses	monetary	liabilities	from	settlements	of,	or	final	judgments	in,	the	covered	litigation,	which	is described	in	Note	22—Legal	Matters	to	our	consolidated	financial	statements	included	in	 Item	8	of	this	report.	The	retrospective	responsibility	plan consists	of	several	related	mechanisms	to	fund	settlements	or	judgments	in	the	covered	litigation.	These	include	an	escrow	account	funded	with	a	portion of	the	net	proceeds	of	our	initial	public	offering	and	potential	subsequent	offerings	of	our	shares	of	class	A	common	stock	(or	deposits	of	cash	to	the escrow	account	in	lieu	of	such	offerings),	a	loss-sharing	agreement	and	a	judgment-sharing	agreement.	In	addition,	our	U.S.	members	are	obligated	to indemnify	us	pursuant	to	Visa	U.S.A.'s	certificate	of	incorporation	and	bylaws	and	in	accordance	with	their	membership	agreements.	These	mechanisms are	unique	and	complicated,	and	if	we	cannot	use	one	or	more	of	them,	we	could	have	difficulty	funding	the	payment	of	a	settlement	or	final	judgment against	us	in	a	covered	litigation.	This	could	have	a	material	adverse	effect	on	our	financial	condition,	results	of	operations	and	cash	flows,	or,	in	certain circumstances,	even	cause	us	to	become	insolvent.

The	retrospective	responsibility	plan	only	addresses	the	covered	litigation.	The	plan	does	not	cover	other	pending	litigation	or	any	litigation	that	we may	face	in	the	future,	except	for	cases	that	include	claims	for	damages	relating	to	the	period	prior	to	our	initial	public	offering	that	are	transferred	for	pre- trial	proceedings	or	otherwise	included	in	the	interchange	litigation.	In	addition,	our	retrospective	responsibility	plan	covers	only	the	potential	monetary liability	from	settlements	of,	or	judgments	in,	the	covered	litigation.	Non-monetary	settlement	terms	and	judgments	in	the	covered	litigation	may	require us	to	modify	the	way	we	do	business	in	the	future.	This	could	adversely	affect	our	revenues,	increase	our	expenses	and/or	limit	our	prospects	for	growth. Therefore,	even	if	our	retrospective	responsibility	plan	adequately	safeguards	us	from	the	monetary	impact	of	settlements	of,	and	judgments	in,	the covered	litigation,	it	may	not	insulate	us	from	all	potential	adverse	consequences	of	them.

# If	the	settlements	of	our	currency	conversion	cases	do	not	become	final	and	we	are	unsuccessful	in	any	of	the	various	lawsuits	relating	to

# Visa	U.S.A.'s	and	Visa	International's	currency	conversion	practices,	our	business	may	be	materially	and	adversely	affected.

Visa	U.S.A.	and	Visa	International	are	defendants	in	several	state	and	federal	lawsuits	alleging	that	their	currency	conversion	practices	are	or	were deceptive,	anti-competitive	or	otherwise	unlawful.

On	July	20,	2006,	and	September	14,	2006,	Visa	U.S.A.	and	Visa	International	entered	into	agreements	to	settle	or	otherwise	dispose	of	these matters.	Under	the	settlement	agreements,	Visa	U.S.A.	paid	approximately	$100	million	as	part	of	the	defendants'	settlement	fund	for	the	federal	actions and	approximately	$19	million	to	fund	settlement	of	the	state	cases.	Although	the	federal	court	has	granted	final	approval	of	the	settlement	agreements, the	settlements	are	subject	to	resolution	of	any	appeals.	If	we	are	unsuccessful	in	any	appellate	proceeding,	all	of	the	agreements	resolving	the	federal and	state	actions	will	terminate.	If	that	occurs	and	we	are	unsuccessful	in	defending	against	some	or	all	of	these	lawsuits	on	the	merits,	we	may	have	to pay	restitution,	damages	or	both,	and	we	may	be	required	to	modify	our	currency	conversion	practices.	The	potential	amount	of	damages,	restitution	or both	could	be	substantial.	In	addition,	although	we	have	substantially	changed	the	practices	at	issue	in	these	litigations,	court-ordered	changes	to	our currency	conversion	and	cross-border	transaction	practices	could	materially	and	adversely	affect	our	business.	See	Note	22—Legal	Matters	to	our consolidated	financial	statements	included	in	Item	8	in	this	report.

# If	we	are	found	liable	in	certain	other	pending	or	future	lawsuits,	we	may	have	to	pay	substantial	damages	or	change	our	business	practices or	pricing	structure,	which	may	have	a	material,	adverse	effect	on	our	financial	condition	and	results	of	operations.

Like	many	large	companies,	we	are	a	defendant	in	a	number	of	civil	actions	and	investigations	alleging	violations	of	competition/antitrust	law, securities	law,	consumer	protection	law,	or	intellectual	property	law,	among	others.	These	lawsuits	and	investigations	have	been	initiated	by	a	wide variety	of	parties,	including	the	U.S.	Department	of	Justice,	or	the	DOJ,	U.S.	state	attorneys	general,	merchants,	and	consumers.	Examples	of	such claims	are	described	more	fully	in	Note	22—Legal	Matters	to	our	consolidated	financial	statements	included	in	 Item	8	in	this	report.	Some	lawsuits involve	complex	claims	that	are	subject	to	substantial	uncertainties	and	unspecified	damages;	therefore,	we	cannot	ascertain	the	probability	of	loss	or estimate	the	damages.	Accordingly,	we	have	not	established	allowances	for	such	legal	proceedings.

In	the	United	States,	private	plaintiffs	often	seek	class	action	certification	in	cases	against	us.	This	is	particularly	so	in	cases	involving	merchants and	consumers,	due	to	the	size	and	scope	of	our	business.	If	we	are	found	liable	in	a	large	class	action	lawsuit,	monetary	damages	could	be	significant.

If	we	are	unsuccessful	in	our	defense	against	any	material	current	or	future	proceedings,	we	may	have	to	pay	substantial	damages,	limit	the	fees we	charge	or	change	other	business	practices.	This	could	limit	our	payments	volume	and	result	in	a	material	and	adverse	effect	on	our	revenues,	results of	operations,	cash	flow,	financial	conditions,	prospects	for	future	growth	and	overall	business	and	could	even	cause	us	to	become	insolvent.

# Limitations	on	our	business	that	resulted	from	litigation	may	materially	and	adversely	affect	our	revenues	and	profitability.

Certain	limitations	have	been	placed	on	our	business	in	recent	years	because	of	litigation.	For	example,	in	October	2010,	we	reached	a	settlement, subject	to	court	approval,	with	the	Antitrust	Division	of	the	DOJ	and	a	number	of	state	attorneys	general	relating	to	their	investigation	of	certain	Visa merchant	acceptance	practices.	Under	the	agreement,	Visa	will	allow	U.S.	merchants	to	offer	discounts	or	other	incentives	to	steer	cardholders	to	a particular	form	of	payment	including	to	a	specific

network	brand	or	to	any	card	product,	such	as	a	"non-reward"	Visa	credit	card.	See	Note	22—Legal	Matters	to	our	consolidated	financial	statements included	in	Item	8	of	this	report.	The	agreement	does	not	address	surcharging	or	the	setting	of	default	interchange,	and	does	not	preclude	the	DOJ	from pursuing	a	future	investigation	of	these	or	other	topics.	Similarly,	as	a	result	of	the	June	2003	settlement	of	a	U.S.	merchant	lawsuit	against	Visa	U.S.A., merchants	are	able	to	reject	our	consumer	debit	cards	in	the	United	States	while	still	accepting	other	Visa-branded	cards,	and	vice	versa.

These	and	other	limitations	on	our	business	that	were	the	result	of	settlements	of,	or	judgments	in,	litigation	could	limit	the	fees	we	charge	and reduce	our	payments	volume,	which	could	materially	and	adversely	affect	our	revenues,	operating	results,	prospects	for	future	growth	and	overall business.

# Tax	audits	or	disputes,	or	changes	in	the	tax	laws	applicable	to	us,	could	materially	increase	our	tax	payments.

We	exercise	significant	judgment	in	calculating	our	worldwide	provision	for	income	taxes	and	other	tax	liabilities.	Although	we	believe	our	tax estimates	are	reasonable,	many	factors	may	decrease	their	accuracy.	We	are	currently	under	audit	by	the	U.S.	Internal	Revenue	Service	and	other	tax authorities,	and	we	may	be	subject	to	additional	audits	in	the	future.	The	tax	authorities	may	disagree	with	our	tax	treatment	of	certain	material	items	and thereby	increase	our	tax	liability.	In	addition,	changes	in	existing	laws,	such	as	recent	proposals	for	fundamental	U.S.	and	international	tax	reform,	may also	increase	our	effective	tax	rate.	A	substantial	increase	in	our	tax	burden	could	have	a	material,	adverse	effect	on	our	financial	results.	See	also	Note 21—Income	Taxes	to	our	consolidated	financial	statements	included	in	 Item	8	in	this	report.

# Our	agreement	with	Visa	Europe	includes	indemnity	obligations	that	could	expose	us	to	significant	liabilities.

Under	our	framework	agreement	with	Visa	Europe,	we	indemnify	it	for	losses	resulting	from	all	claims	outside	its	region	arising	from	our	or	their activities	and	relating	to	our	or	their	payments	business.	This	obligation	applies	even	if	neither	we,	nor	any	of	our	related	parties	or	agents,	participated	in the	actions	giving	rise	to	such	claims.	Such	an	obligation	could	expose	us	to	significant	liabilities	for	activities	over	which	we	have	little	or	no	control.	Our retrospective	responsibility	plan	would	not	cover	these	liabilities.

# Business	Risks

# The	intense	pressure	we	face	on	client	pricing	may	materially	and	adversely	affect	our	revenues	and	profits.

We	offer	incentives	to	clients	in	order	to	increase	payments	volume,	enter	new	market	segments	and	expand	our	card	base.	These	include	up-front cash	payments,	fee	discounts,	credits,	performance-based	incentives,	marketing	support	payments	and	other	support.	Over	the	past	several	years,	we have	increased	the	use	of	incentives	such	as	up-front	cash	payments	and	fee	discounts	in	many	countries,	including	the	United	States.	In	order	to	stay competitive,	we	may	have	to	continue	to	increase	our	use	of	incentives.	This	pressure	may	make	the	provision	of	certain	products	and	services	less profitable	or	unprofitable	and	materially	and	adversely	affect	our	operating	revenues	and	profitability.

Pressure	on	client	pricing	also	poses	indirect	risks,	presenting	the	potential	for	the	same	adverse	effects.	If	we	continue	to	increase	incentives	to our	clients,	we	will	need	to	find	ways	to	offset	the	financial	impact	by	increasing	payments	volume,	the	amount	of	fee-based	services	we	provide	or	both. We	may	not	succeed	in	doing	so,	particularly	in	the	current	regulatory	environment.	In	addition,	we	benefit	from	long-term	contracts	with	certain	clients, including	those	that	are	large	contributors	to	our

revenue.	Continued	pressure	on	our	fees	could	prevent	us	from	entering	into	such	agreements	in	the	future	on	favorable	terms.	We	may	also	have	to modify	existing	agreements	in	order	to	maintain	relationships	or	comply	with	regulations.	Finally,	increased	pricing	pressure	enhances	the	importance	of cost	containment	and	productivity	initiatives	in	areas	other	than	those	surrounding	client	incentives,	and	we	may	not	succeed	in	these	efforts.

# Our	business,	financial	condition	and	results	of	operations	may	suffer	because	of	intense	competition	in	our	industry.

The	global	payments	industry	is	intensely	competitive.	Our	payment	programs	compete	against	all	forms	of	payment.	These	include	cash,	checks and	electronic	transactions,	such	as	wire	transfers	and	automatic	clearinghouse	payments.	In	addition,	our	payment	programs	compete	against	the	card- based	payments	systems	of	our	competitors,	such	as	MasterCard,	American	Express,	Discover	and	private-label	cards	issued	by	merchants.

Some	of	our	competitors	may	develop	substantially	greater	financial	and	other	resources	than	we	have.	They	may	offer	a	wider	range	of	programs and	services	than	we	do.	They	may	use	advertising	and	marketing	strategies	that	are	more	effective	than	ours,	achieving	broader	brand	recognition	and merchant	acceptance	than	we	do.	They	may	develop	better	security	solutions	or	more	favorable	pricing	arrangements	than	we	have.	They	may	also introduce	more	innovative	programs	and	services	than	we	provide.

Certain	of	our	competitors	operate	with	different	business	models,	have	different	cost	structures	or	participate	selectively	in	different	market segments.	These	include	domestic	networks	in	the	United	States,	China,	Canada,	Australia	and	other	countries	and	regions.	They	may	ultimately	prove more	successful	or	more	adaptable	to	new	regulatory,	technological	and	other	developments.	In	many	cases,	these	competitors	have	the	support	of government	mandates	that	prohibit,	limit	or	otherwise	hinder	our	ability	to	compete	for	or	otherwise	secure	transactions	within	those	countries	and regions.

Our	clients	can	reassess	their	commitments	to	us	at	any	time	or	develop	their	own	competitive	services.	This	is	especially	so	given	the	recent	U.S. Wall	Street	Reform	and	Consumer	Protection	Act,	which	restricts	our	ability	to	require	network	exclusivity	in	the	debit	sector.	Most	of	our	larger	client relationships	are	not	exclusive.	These	include	those	with	our	largest	clients,	JPMorgan	Chase	and	Bank	of	America.	In	certain	circumstances,	our	clients may	terminate	these	relationships,	sometimes	on	relatively	short	notice,	and	in	many	cases	subject	to	significant	early	termination	fees.	Because	a significant	portion	of	our	operating	revenues	is	concentrated	among	our	largest	clients,	our	operating	revenues	would	decline	significantly	if	we	lost	one or	more	of	them.	This	could	have	a	material	adverse	impact	on	our	business,	financial	condition	and	results	of	operations.	See	Note	15—Enterprise-wide Disclosure	and	Concentration	of	Business	to	our	consolidated	financial	statements	included	in	 Item	8	in	this	report.

We	expect	there	to	be	changes	in	the	competitive	landscape	in	the	future.	For	example:

•	 Competitors,	clients	and	others	may	develop	products	that	compete	with	or	replace	the	value-added	services	we	provide	to	support	our transaction	processing;

•	 Parties	that	process	our	transactions	in	certain	countries	may	try	to	eliminate	our	position	in	the	payments	value	chain;

•	 Participants	in	the	payments	industry	may	merge,	form	joint	ventures	or	enter	into	other	business	combinations	that	strengthen	their	existing business	propositions	or	create	new,	competing	payment	services;	or

•	 Competition	may	increase	from	alternative	types	of	payment	services,	such	as	mobile	payments	services,	online	payment	services	and services	that	permit	direct	debit	of	consumer	checking	accounts	or	ACH	payments.

Our	failure	to	compete	effectively	against	any	of	these	threats	could	materially	and	adversely	affect	our	business,	financial	condition,	revenues, results	of	operations,	prospects	for	future	growth	and	overall	business.

# Disintermediation	from	the	payments	value	chain	would	harm	our	business.

Our	position	in	the	payments	value	chain	underpins	our	business.	Certain	of	our	competitors,	including	American	Express,	Discover,	private-label card	networks	and	certain	alternative	payments	systems,	operate	closed-loop	payments	systems,	with	direct	connections	to	both	merchants	and consumers	and	no	intermediaries.	These	competitors	seek	to	derive	competitive	advantages	from	this	business	model.	In	addition,	they	have	not attracted	the	same	level	of	legal	or	regulatory	scrutiny	of	their	pricing	and	business	practices	as	operators	of	multi-party	payments	systems	such	as	ours.

We	also	run	the	risk	of	disintermediation	by	virtue	of	increasing	bilateral	agreements	between	entities	that	would	rather	not	use	a	payment	network for	processing	payments.	For	example,	merchants	could	process	transactions	directly	with	issuers,	or	processors	could	process	transactions	directly between	issuers	and	acquirers.

# Additional	consolidation	in	the	banking	industry	could	result	in	our	losing	business	and	create	pressure	on	the	fees	we	charge	our	clients, materially	and	adversely	affecting	our	revenues	and	profitability.

The	banking	industry	has	recently	undergone	substantial,	accelerated	consolidation,	which	could	continue.	Significant	ongoing	consolidation	in	the banking	industry	may	result	in	the	acquisition	of	one	or	more	of	our	largest	clients	by	an	institution	with	a	strong	relationship	with	one	of	our	competitors. This	could	result	in	the	acquired	bank's	Visa	business	shifting	to	that	competitor,	resulting	in	a	substantial	loss	of	business	to	us.	In	addition,	one	or	more of	our	clients	could	merge	with	or	acquire	one	of	our	competitors,	shifting	its	payments	volume	to	that	competitor.	Any	such	transaction	could	have	a material	adverse	effect	on	our	business	and	prospects.

Continued	consolidation	in	the	banking	industry	would	also	reduce	the	overall	number	of	our	clients	and	potential	clients	and	could	increase	the negotiating	power	of	our	remaining	clients	and	potential	clients.	This	consolidation	could	lead	financial	institutions	to	seek	greater	pricing	discounts	or other	incentives	with	us.	In	addition,	consolidation	could	prompt	our	existing	clients	to	seek	to	renegotiate	their	pricing	agreements	with	us	to	obtain	more favorable	terms.	We	may	also	be	adversely	affected	by	price	compression	should	one	of	our	clients	absorb	another	financial	institution	and	qualify	for higher	volume-based	discounts	on	the	combined	volumes	of	the	merged	businesses.	Pressure	on	the	fees	we	charge	our	clients	caused	by	such consolidation	could	materially	and	adversely	affect	our	revenues,	results	of	operations,	prospects	for	future	growth	and	overall	business.	In	addition,	the current	economic	environment	could	lead	some	clients	to	curtail	or	postpone	near-term	investments	in	growing	their	card	portfolios,	limit	credit	lines	or take	other	actions	that	affect	adversely	the	growth	of	our	volume	and	revenue	streams	from	these	clients.

# Merchants'	continued	focus	on	the	costs	associated	with	payment	card	acceptance	may	result	in	more	litigation,	regulation,	regulatory enforcement	and	incentive	arrangements.

We	rely	in	part	on	merchants	and	their	relationships	with	our	clients	to	maintain	and	expand	the	acceptance	of	our	payment	cards.	Consolidation	in the	retail	industry	is	producing	a	group	of	larger	merchants	that	is	having	a	significant	impact	on	all	participants	in	the	global	payments	industry.	Some merchants	are	seeking	to	reduce	their	costs	associated	with	payment	card	acceptance	by	lobbying	for	new	legislation	and	regulatory	enforcement	and	by bringing	litigation.	If	they	continue,	these	efforts	could	materially	and	adversely	affect	our	revenues,	results	of	operations,	prospects	for	future	growth	and overall	business.

We,	along	with	our	clients,	negotiate	pricing	discounts	and	other	incentive	arrangements	with	certain	large	merchants	to	increase	acceptance	and usage	of	our	payment	cards.	If	merchants	continue	to	consolidate,	our	clients	and	we	may	have	to	increase	the	incentives	provided	to	certain	larger merchants.	This	could	materially	and	adversely	affect	our	revenues,	results	of	operations,	prospects	for	future	growth	and	overall	business.	Competitive and	regulatory	pressures	on	pricing	could	make	it	difficult	to	offset	the	cost	of	these	incentives.

# Certain	financial	institutions	have	exclusive,	or	nearly	exclusive,	relationships	with	our	competitors	to	issue	payment	cards,	and	these relationships	may	adversely	affect	our	ability	to	maintain	or	increase	our	revenues.

Certain	financial	institutions	have	longstanding	exclusive,	or	nearly	exclusive,	relationships	with	our	competitors	to	issue	payment	cards.	These relationships	may	make	it	difficult	or	cost-prohibitive	for	us	to	conduct	material	amounts	of	business	with	them	in	order	to	increase	our	revenues.	In addition,	these	financial	institutions	may	be	more	successful	and	may	grow	more	quickly	than	our	clients,	which	could	put	us	at	a	competitive disadvantage.

# Failure	to	maintain	relationships	with	our	clients	and	others	and	failure	of	clients	to	provide	services	on	our	behalf	could	materially	and adversely	affect	our	business.

We	depend	and	will	continue	to	depend	significantly	on	relationships	with	our	clients	and	on	their	relationships	with	cardholders	and	merchants	to support	our	programs	and	services.	We	do	not	issue	cards,	extend	credit	to	cardholders	or	determine	the	interest	rates,	if	any,	or	other	fees	charged	to cardholders	using	cards	that	carry	our	brands.	Each	issuer	determines	these	and	most	other	competitive	card	features.	In	addition,	we	do	not	generally solicit	merchants	to	accept	our	cards,	and	we	do	not	establish	the	discount	rates	charged	to	merchants	for	card	acceptance,	which	rates	are	the responsibility	of	acquirers.	As	a	result,	the	success	of	our	business	significantly	depends	on	the	continued	success	and	competitiveness	of	our	clients and	the	strength	of	our	relationships	with	them.

In	many	countries	outside	the	United	States,	our	clients	or	other	processors	authorize,	clear	and	settle	most	domestic	transactions	using	our payment	cards	without	involving	our	processing	systems.	In	addition,	we	do	not	generally	have	direct	relationships	with	merchants	and	do	not	have	direct relationships	with	cardholders.	Consequently,	we	depend	on	our	close	working	relationships	with	our	clients	to	effectively	manage	the	processing	of transactions	involving	our	cards,	Our	inability	to	control	the	end-to-end	processing	for	cards	carrying	our	brands	in	these	countries	may	put	us	at	a competitive	disadvantage	by	limiting	our	ability	to	ensure	the	quality	of	the	services	supporting	our	brands.

In	addition,	we	depend	on	third	parties	to	provide	various	services	on	our	behalf,	and	to	the	extent	that	third-party	vendors	fail	to	deliver	services, our	business	and	reputation	could	be	impaired.

# Our	perception	in	the	marketplace	may	affect	our	brands	and	reputation,	which	are	key	assets	of	our	business.

Our	brands	and	their	attributes	are	key	assets	of	our	business.	The	ability	to	attract	and	retain	consumer	cardholders	and	corporate	clients	to	Visa- branded	products	depends	highly	upon	the	external	perceptions	of	our	company	and	our	industry.	Our	business	may	be	affected	by	actions	taken	by	our clients	that	change	the	perception	of	our	brands.	From	time	to	time,	our	clients	may	take	actions	that	we	do	not	believe	to	be	in	the	best	interests	of	our brands,	such	as	creditor	practices	that	may	be	subject	to	challenge,	which	may	materially	and	adversely	affect	our	business.	Further,	Visa	Europe	has very	broad	latitude	to	operate	the	Visa	business	in	and	use	our	brands	and	technology	within	Visa	Europe's	region,	in	which	we	have	only	limited	control over	the	operation	of	the	Visa	business.	Visa	Europe	is	not	required	to	spend	any	minimum	amount	of	money	promoting	or	building	the	Visa	brands 28

in	its	region,	and	the	strength	of	the	Visa	global	brands	depends	in	part	on	the	efforts	of	Visa	Europe	to	maintain	product	and	service	recognition	and quality	in	Europe.	Finally,	adverse	developments	with	respect	to	our	industry	may	also,	by	association,	impair	our	reputation	or	result	in	greater	regulatory or	legislative	scrutiny.

# Unprecedented	economic	events	in	financial	markets	around	the	world	have	and	are	likely	to	continue	to	affect	our	clients,	merchants	and cardholders,	resulting	in	a	material	and	adverse	impact	on	our	prospects,	growth,	profitability,	revenue	and	overall	business.

The	competitive	and	evolving	nature	of	the	global	payments	industry	provides	both	challenges	to	and	opportunities	for	the	continued	growth	of	our business.	Unprecedented	events	that	began	in	2008	continue	to	affect	the	financial	markets	around	the	world.	This	includes	decreased	consumer spending,	increased	unemployment,	deflation,	increased	savings,	decreased	debt,	excess	housing	inventory,	lowered	government	spending,	less	export activity,	continued	challenges	in	the	credit	environment,	continued	equity	market	volatility,	additional	government	intervention	and	the	uncertainty	arising from	new	government	policies.	This	economic	turmoil	has	affected	the	economies	of	the	United	States	and	other	mature	economies	in	particular.

The	fragility	of	the	current	situation	would	be	exacerbated	if	additional	negative	economic	developments	were	to	arise.	These	could	include,	among other	things,	policy	missteps,	exhaustion	of	U.S.	and	other	national	economic	stimulus	packages,	dramatic	increases	in	oil	prices,	tax	increases, economic	turmoil	in	China,	the	Euro	zone	or	Japan	or	a	significant	decline	in	the	commercial	real	estate	market.

Some	existing	clients	have	been	placed	in	receivership	or	administration	or	have	a	significant	amount	of	their	stock	owned	by	their	governments. Many	financial	institutions	are	facing	increased	regulatory	and	governmental	influence,	including	potential	changes	in	laws	and	regulations.	Many	of	our clients,	merchants	that	accept	our	brands	and	cardholders	who	use	our	brands	have	been	directly	and	adversely	affected.

Our	financial	results	may	be	negatively	affected	by	actions	taken	by	individual	financial	institutions	or	by	governmental	or	regulatory	bodies	in response	to	the	economic	crisis.	The	severity	of	the	economic	environment	may	accelerate	the	timing	of	or	increase	the	impact	of	risks	to	our	financial performance	that	have	historically	been	present.	As	a	result,	our	revenue	growth	has	been	and	may	be	negatively	affected,	or	we	may	be	affected,	in several	ways,	including	but	not	limited	to	the	following:

•	 Constriction	of	consumer	and	business	confidence	may	continue	to	decrease	cardholder	spending.

•	 Uncertainty	and	volatility	in	the	performance	of	our	clients'	businesses	may	reduce	the	accuracy	of	our	estimates	of	our	revenues,	rebates, incentives	and	realization	of	prepaid	assets.

•	 Our	clients	may	implement	cost-reduction	initiatives	that	reduce	or	eliminate	payment	card	marketing	or	increase	requests	for	greater incentives	or	additional	expense	reductions,	which	may	reduce	our	revenues.

•	 Our	clients	may	decrease	spending	for	optional	or	enhanced	services,	affect	our	revenue	and	reduce	cardholders'	desire	to	use	these products.

•	 Government	intervention	or	investments	in	our	clients	may	negatively	affect	our	business	with	those	institutions	or	otherwise	alter	their strategic	direction	away	from	our	products.

•Tightening	of	credit	availability	could	affect	the	ability	of	participating	financial	institutions	to	lend	to	us	under	the	terms	of	our	credit	facility.

•	 Our	clients	may	default	on	their	settlement	obligations.

•	 Our	business	and	prospects,	as	well	as	our	revenue	and	profitability,	could	be	materially	and	adversely	affected	by	consolidation	of	our clients.

In	addition,	regulatory	bodies	may	seek	to	impose	rules	and	price	controls	on	certain	aspects	of	our	business	and	the	payments	industry.

Any	of	these	developments	could	have	a	material	adverse	impact	on	our	prospects,	growth,	revenue,	profitability	and	overall	business.

# A	decline	in	non-U.S.	and	cross-border	activity	and	in	multi-currency	transactions	could	adversely	affect	our	revenues	and	profitability,	as	we generate	a	significant	portion	of	our	revenue	from	such	transactions.

We	generate	a	significant	amount	of	our	revenues	from	cross-border	transactions.	Our	clients	pay	us	fees	in	connection	with	cross-border transactions.	Some	of	those	fees	may	differ	if	conversion	from	the	merchant's	currency	to	the	cardholder's	billing	currency	is	required.	Thus,	revenue from	processing	cross-border	transactions	for	our	clients	fluctuates	with	cross-border	travel	and	the	need	for	transactions	to	be	converted	into	a	different currency.	Cross-border	travel	may	be	adversely	affected	by	world	geopolitical,	economic	and	other	conditions.	These	include	the	threat	of	terrorism, natural	disasters,	the	effects	of	climate	change	and	outbreaks	of	diseases.	A	decline	in	cross-border	travel	could	adversely	affect	our	revenues	and profitability.	A	decline	in	the	need	for	conversion	of	currencies	might	also	adversely	affect	our	revenues	and	profitability.

In	addition,	Visa	derives	revenue	from	foreign	currency	exchange	activities	that	result	from	our	clients'	settlement	in	different	currencies.	A reduction	in	multi-currency	transactions	may	reduce	the	need	for	foreign	currency	exchange	activities	and	adversely	affect	our	revenues.

Transactions	outside	the	United	States	represent	an	increasingly	important	part	of	our	strategy.	In	order	to	continue	to	grow	in	those	areas,	we	will need	to	ensure	that	we	maintain	consistency	in	the	types	of	products	we	provide,	the	quality	of	our	service	and	the	viability	of	our	brand.	If	we	cannot employ	our	organizational	resources	effectively,	we	will	be	unable	to	do	so.

Finally,	because	we	are	domiciled	in	the	United	States,	a	negative	perception	of	the	United	States	arising	from	its	political	or	other	positions	could harm	the	perception	of	our	company	and	our	brand.	Any	of	these	factors	could	materially	and	adversely	affect	our	revenues,	operating	results,	prospects for	future	growth	and	overall	business.

# We	risk	loss	or	insolvency	if	our	clients	fail	to	fund	settlement	obligations	we	have	guaranteed.

We	indemnify	issuers	and	acquirers	for	any	settlement	loss	they	suffer	due	to	the	failure	of	another	issuer	or	acquirer	to	fund	its	daily	settlement obligations.	In	certain	instances,	we	may	indemnify	issuers	or	acquirers	even	in	situations	in	which	a	transaction	is	not	processed	by	our	system.	This indemnification	creates	settlement	risk	for	us	due	to	the	difference	in	timing	between	the	date	of	a	payment	transaction	and	the	date	of	subsequent settlement.	The	term	and	amount	of	our	indemnification	obligations	are	unlimited.

Concurrent	settlement	failures	involving	more	than	one	of	our	largest	clients	or	several	of	our	smaller	clients	may	exceed	our	available	financial resources,	as	could	systemic	operational	failures	lasting	more	than	a	single	day.	Any	such	failure	could	materially	and	adversely	affect	our	business, financial	condition	and	results	of	operations.	In	addition,	even	if	we	have	sufficient	liquidity	to	cover	a

settlement	failure,	we	may	be	unable	to	recover	the	amount	of	such	payment.	This	could	expose	us	to	significant	losses,	materially	and	adversely affecting	our	financial	condition,	results	of	operations	and	cash	flow.

We	estimate	settlement	at	risk	(or	exposure)	based	on	the	sum	of	three	inputs.	The	first	is	average	daily	volumes	during	the	quarter	multiplied	by the	estimated	number	of	days	to	settle	plus	a	safety	margin.	The	second	is	four	months	of	rolling	average	chargebacks	volume.	The	third	is	the	total balance	for	outstanding	traveler's	cheques.	Additionally,	from	time	to	time,	we	review	and	revise	our	risk	management	methodology	and	inputs	as necessary.	See	Note	13—Settlement	Guarantee	Management	to	our	consolidated	financial	statements	included	in	 Item	8	of	this	report.

Some	of	our	clients	are	composed	of	groups	of	financial	institutions.	Some	of	these	clients	have	elected	to	limit	their	responsibility	for	settlement losses	arising	from	the	failure	of	their	constituent	financial	institutions	in	exchange	for	managing	their	constituent	financial	institutions	in	accordance	with our	credit	risk	policy.	To	the	extent	that	any	settlement	failure	resulting	from	a	constituent	financial	institution	exceeds	the	limits	established	by	our	credit risk	policy,	we	would	have	to	absorb	the	cost	of	such	settlement	failure,	which	could	materially	and	adversely	affect	our	cash	flow.

# If	our	transaction	processing	systems	are	disrupted	or	we	cannot	process	transactions	efficiently,	the	perception	of	our	brands	and	our revenues	or	operating	results	could	be	materially	and	adversely	affected.

Our	transaction	processing	systems	may	experience	service	interruptions	or	degradation	because	of	processing	or	other	technology	malfunction, fire,	natural	disasters,	power	loss,	disruptions	in	long	distance	or	local	telecommunications	access,	fraud,	terrorism,	climate	change	or	accident.	Our visibility	in	the	global	payments	industry	may	attract	terrorists	and	hackers	to	conduct	physical	or	computer-based	attacks,	leading	to	an	interruption	in service,	increased	costs	or	the	compromise	of	data	security.	Additionally,	we	rely	on	service	providers	for	the	timely	transmission	of	information	across our	global	data	network.	If	a	service	provider	fails	to	provide	the	communications	capacity	or	services	we	require	because	of	a	natural	disaster, operational	disruption,	terrorism	or	any	other	reason,	the	failure	could	interrupt	our	services,	adversely	affect	the	perception	of	our	brands'	reliability	and materially	reduce	our	revenues	or	profitability.

# If	we	cannot	keep	pace	with	rapid	technological	developments	to	provide	new	and	innovative	payment	programs	and	services,	the	use	of	our cards	could	decline,	reducing	our	revenues	and	net	income.

Rapid,	significant	technological	changes	are	confronting	the	payments	industry.	These	include	developments	in	smart	cards,	eCommerce,	mobile commerce	and	radio	frequency	and	proximity	payment	devices,	such	as	contactless	cards.	We	cannot	predict	the	effect	of	technological	changes	on	our business.	We	rely	in	part	on	third	parties,	including	some	of	our	competitors	and	potential	competitors,	for	the	development	of	and	access	to	new technologies.	We	expect	that	new	services	and	technologies	applicable	to	the	payments	industry	will	continue	to	emerge.	These	new	services	and technologies	may	be	superior	to,	or	render	obsolete,	the	technologies	we	currently	use	in	our	card	products	and	services.	In	addition,	our	ability	to	adopt new	services	and	technologies	that	we	develop	may	be	inhibited	by	industry-wide	standards,	by	resistance	to	change	from	clients	or	merchants	or	by	third parties'	intellectual	property	rights.	Our	success	will	depend	in	part	on	our	ability	to	develop	new	technologies	and	adapt	to	technological	changes	and evolving	industry	standards.

# Account	data	breaches	involving	card	data	stored	by	third	parties	or	by	us	could	adversely	affect	our	reputation	and	revenues.

Our	clients,	merchants,	others	and	we	store	cardholder	account	information	in	connection	with	our	payment	cards.	In	addition,	our	clients	may	use third-party	processors	to	process	transactions

generated	by	cards	carrying	our	brands.	Breach	of	the	systems	storing	sensitive	cardholder	data	and	account	information	could	lead	to	fraudulent	activity involving	Visa-branded	cards,	to	reputational	damage	and	to	claims	against	us.	If	we	are	sued	in	connection	with	any	data	security	breach,	we	could	be involved	in	protracted	litigation.	If	unsuccessful	in	defending	such	lawsuits,	we	may	have	to	pay	damages	or	change	our	business	practices	or	pricing structure,	any	of	which	could	have	a	material	adverse	effect	on	our	revenues	and	profitability.	In	addition,	any	reputational	damage	resulting	from	an account	data	breach	at	one	or	more	of	our	clients,	merchants	or	other	third	parties	could	decrease	the	use	and	acceptance	of	our	cards,	which	could have	a	material	adverse	impact	on	our	payments	volume,	revenues	and	future	growth	prospects.	Finally,	any	data	security	breach	could	result	in additional	regulation,	which	could	materially	increase	our	costs.

# An	increase	in	fraudulent	and	other	illegal	activity	involving	our	cards	could	lead	to	reputational	damage	to	our	brands	and	reduce	the	use and	acceptance	of	our	cards.

Criminals	are	using	increasingly	sophisticated	methods	to	capture	cardholder	account	information.	They	use	the	information	to	conduct	fraudulent transactions.	Outsourcing	and	specialization	of	functions	within	the	payments	system	are	increasing.	As	a	result,	more	third	parties	are	involved	in processing	transactions	using	our	cards.	A	rise	in	fraud	levels	involving	our	cards	could	lead	to	reputational	damage	to	our	brands.	This	could	reduce	the use	and	acceptance	of	our	cards	or	lead	to	greater	regulation,	which	could	increase	our	compliance	costs.

# Failure	to	maintain	interoperability	between	Visa	Inc.'s	and	Visa	Europe's	authorization	and	clearing	and	settlement	systems	could	damage the	business	and	global	perception	of	the	Visa	brands.

Before	our	reorganization	in	October	2007,	Visa	Europe	and	we	shared	authorization,	clearing,	and	settlement	systems.	Visa	Europe	completed and	substantially	deployed	its	own	systems	in	the	2010	fiscal	year.	As	a	result,	Visa	Europe	and	we	will	have	to	ensure	that	the	two	systems	can	process every	transaction,	regardless	of	where	it	originates.	Visa	Europe's	newly	independent	system	operations	could	present	challenges	to	our	business	due	to the	heightened	difficulty	of	maintaining	the	interoperability	of	our	respective	systems	as	they	diverge	over	time.	Failure	to	authorize	or	clear	and	settle transactions	quickly	and	accurately	could	impair	the	global	perception	of	the	Visa	brands.

# Risks	Related	to	our	Structure	and	Organization

# We	have	little	ability	to	control	Visa	Europe's	operations	and	limited	recourse	if	it	breaches	its	obligations	to	us.

Visa	Europe	has	very	broad	rights	to	operate	the	Visa	business	in	its	region	under	the	agreement	that	governs	our	relationship.	If	we	want	to change	a	global	rule	or	require	Visa	Europe	to	implement	certain	changes	that	would	not	have	a	positive	return	for	Visa	Europe	and	its	members,	then Visa	Europe	is	not	required	to	implement	that	rule	or	change	unless	we	agree	to	pay	for	the	implementation	costs	and	expenses	that	Visa	Europe	and	its members	will	incur	as	a	consequence	of	the	implementation.

If	Visa	Europe	fails	to	meet	its	obligations,	our	remedies	under	this	agreement	are	limited.	We	cannot	terminate	the	agreement	even	upon	Visa Europe's	material,	uncured	breach.	Although	we	have	a	call	right	to	acquire	Visa	Europe,	we	can	exercise	that	right	under	only	extremely	limited circumstances.

These	and	other	features	of	the	licenses	granted	under	the	agreement	may	also	raise	issues	concerning	the	characterization	of	the	licenses	for purposes	of	tax	treatment	of	entry	into	the	licenses	and	payments	received	thereunder.

In	some	instances,	as	in	the	case	of	CyberSource,	Visa	Europe	may	have	the	right	to	control	the	activities	of	newly	acquired	entities	within	Visa Europe's	territory.	In	any	event,	Visa	Europe's	exclusive	license	rights	in	Europe	may	hinder	our	ability	to	acquire	new	entities	or	to	operate	them effectively.

Any	inconsistency	in	the	payment	processing	services	and	products	that	we	can	provide	could	negatively	affect	cardholders	from	Visa	Europe using	cards	in	the	countries	we	serve	or	our	cardholders	using	cards	in	Visa	Europe's	region.

# If	Visa	Europe	makes	us	acquire	all	of	its	outstanding	stock,	we	will	incur	substantial	costs	and	may	suffer	a	material	and	adverse	effect	on our	operations	and	net	income.

We	have	granted	Visa	Europe	a	put	option	requiring	us	to	purchase	all	outstanding	capital	stock	from	its	members	if	exercised.	We	will	incur	a substantial	financial	obligation	if	Visa	Europe	exercises	this	option.	Visa	Europe	may	do	so	at	any	time.	We	may	need	to	obtain	third-party	financing	in order	to	meet	our	obligation,	by	either	borrowing	funds	or	selling	stock.	An	equity	offering,	or	the	payment	of	part	of	the	exercise	price	in	our	stock,	would dilute	the	ownership	interests	of	our	stockholders.	We	would	have	only	285	days	to	pay	the	exercise	price.	Sufficient	financing	might	not	be	available	to us	within	that	time	on	reasonable	terms.	See	Note	3—Visa	Europe	to	our	consolidated	financial	statements	included	in	 Item	8	of	this	report.

If	Visa	Europe	exercises	the	put	option,	we	may	encounter	difficulties	in	integrating	Visa	Europe's	business	and	systems	into	our	existing operations.	If	we	cannot	do	so	quickly	and	cost-effectively,	the	integration	could	divert	the	time	and	attention	of	senior	management,	disrupt	our	current operations	and	adversely	affect	our	results	of	operations.	In	addition,	we	would	become	subject	to	the	many	regulations	of	the	European	Union	that govern	the	operations	of	Visa	Europe,	including	any	regulatory	disputes.

We	are	required	to	record	quarterly	any	change	in	the	fair	value	of	the	put	option.	We	record	these	adjustments	through	our	consolidated statements	of	operations.	Consequently,	the	adjustments	affect	our	reported	net	income	and	earnings	per	share.	These	quarterly	adjustments	and	their resulting	impact	on	our	reported	statements	of	operations	could	be	significant.	The	existence	of	these	changes	could	adversely	affect	our	ability	to	raise capital	or	the	costs	involved	in	raising	it.

# If	we	cannot	remain	organizationally	effective,	we	will	be	unable	to	address	the	opportunities	and	challenges	presented	by	our	strategy	and	by the	increasingly	challenging	competitive,	economic	and	regulatory	environment.

Since	our	reorganization	in	October	2007,	we	have	increasingly	centralized	our	management	and	operations.	For	us	to	succeed,	we	must effectively	integrate	our	operations,	actively	work	to	ensure	consistency	throughout	our	organization,	and	avoid	U.S.-centric	thinking.	If	we	fail	to	do	so, we	may	be	unable	to	expand	as	rapidly	as	we	plan,	and	the	results	of	our	expansion	may	be	unsatisfactory.

In	addition,	the	current	competitive,	economic	and	regulatory	environment	will	require	our	organization	to	adapt	rapidly	and	nimbly	to	new opportunities	and	challenges.	We	will	be	unable	to	do	so	if	we	do	not	make	important	decisions	quickly	enough,	define	our	appetite	for	risk	specifically enough,	implement	new	governance,	managerial	and	organizational	processes	smoothly	enough	and	communicate	roles	and	responsibilities	clearly enough.

# We	may	be	unable	to	attract	and	retain	key	management	and	other	key	employees.

Our	employees,	particularly	our	key	management,	are	vital	to	our	success	and	difficult	to	replace.	We	may	be	unable	to	retain	them	or	to	attract other	highly	qualified	employees,	particularly	if	we	do	not	offer	employment	terms	competitive	with	the	rest	of	the	market.	Failure	to	attract	and	retain highly	qualified	employees,	or	failure	to	develop	and	implement	a	viable	succession	plan,	could	result	in	inadequate	depth	of	institutional	knowledge	or skill	sets,	adversely	affecting	our	business.

# Acquisitions	or	strategic	investments	could	disrupt	our	business	and	harm	our	financial	condition	and	results	of	operations.

Although	we	may	continue	to	make	strategic	acquisitions	or	investments	in	complementary	businesses,	products	or	technologies,	we	may	be unable	to	successfully	finance,	partner	with	or	integrate	them.	The	integration	of	the	recently	acquired	CyberSource	Corporation	will	take	time	and resources	that	would	otherwise	have	been	available	for	other	acquisitions.	We	will	be	subject	to	the	terms	of	the	exclusive	license	granted	to	Visa	Europe in	most	acquisitions	and	major	investments	that	involve	countries	in	the	Visa	Europe	territory.	Regulatory	constraints,	particularly	competition	regulations, may	affect	the	extent	to	which	we	can	maximize	the	value	of	acquisitions	or	investments.

Furthermore,	the	integration	of	any	acquisition	or	investment	may	divert	management's	time	and	resources	from	our	core	business	and	disrupt	our operations.	We	may	spend	time	and	money	on	projects	that	do	not	increase	our	revenues.	Moreover,	our	cash	reserves	contract	to	the	extent	we	pay	the purchase	price	of	any	acquisition	or	investment	in	cash.	Although	we	periodically	evaluate	potential	acquisitions	of	and	investments	in	businesses, products	and	technologies,	and	anticipate	continuing	to	make	these	evaluations,	we	cannot	guarantee	that	we	will	be	able	to	execute	and	integrate	any such	acquisitions	and	investments.

# Future	sales	of	our	class	A	common	stock,	or	the	expiration	or	waiver	of	transfer	restrictions	on	our	class	B	and	C	common	stock,	could result	in	dilution	to	holders	of	shares	of	our	existing	class	A	common	stock,	adversely	affecting	their	rights	and	depressing	the	market	price of	our	class	A	common	stock.

The	market	price	and	voting	power	of	our	class	A	common	stock	could	decline	because	of	increases	in	the	number	of	such	shares	outstanding.	The market	price	of	our	class	A	common	stock	may	also	suffer	from	the	perception	that	such	an	increase	could	occur,	such	as	upon	the	issuance	or conversion	of	securities	convertible	to	shares	of	our	class	A	common	stock.	Specifically,	on	March	25,	2011,	all	of	our	restricted	shares	of	class	C common	stock	will	become	transferable	at	once.

# If	funds	are	released	from	escrow	after	the	resolution	of	the	litigation	covered	by	our	retrospective	responsibility	plan,	the	value	of	our	class	A common	stock	will	be	diluted.

Under	our	retrospective	responsibility	plan,	funds	still	in	the	escrow	account	after	the	resolution	of	all	covered	litigation	will	be	released	back	to	us. At	that	time,	each	share	of	class	B	common	stock	will	become	convertible	into	an	increased	number	of	shares	of	class	A	common	stock,	benefitting	the holders	of	class	B	common	stock.	This	in	turn	will	result	in	dilution	of	the	interest	in	Visa	Inc.	held	by	the	holders	of	class	A	common	stock.	The	amount	of this	dilution	will	depend	on	the	amount,	if	any,	of	the	funds	released	from	the	escrow	account	and	the	market	price	of	our	class	A	common	stock	near	the time	the	funds	are	released.

# Shares	of	Class	A	common	stock	acquired	by	Visa	members	and	certain	affiliates	and	competitors	convert	automatically	into	shares	of	class C	common	stock,	which	have	limited	voting	rights	and	may	be	subject	to	restrictions	on	transfer.

Shares	of	class	A	common	stock	acquired	by	a	Visa	member,	an	affiliate	of	a	Visa	member	or	any	person	that	is	a	competitor	or	its	affiliate,	in	each case	to	the	extent	acting	as	a	principal	investor,	convert	automatically	into	shares	of	class	C	common	stock.	Some	shares	of	class	C	common	stock cannot	be	transferred	until	March	25,	2011.	In	addition,	holders	of	shares	of	our	class	C	common	stock	do	not	have	the	right	to	vote	on	certain	matters, including	the	election	of	directors.

# Holders	of	our	shares	of	our	class	B	and	C	common	stock	have	voting	rights	concerning	certain	significant	corporate	transactions,	and	their interests	in	our	business	may	be	different	from	those	of	holders	of	our	class	A	common	stock.

Although	their	voting	rights	are	limited,	holders	of	shares	of	our	class	B	and	C	common	stock	can	vote	on	certain	significant	transactions.	These include	a	proposed	consolidation	or	merger,	a	decision	to	exit	our	core	payments	business	and	any	other	vote	required	by	law.	The	holders	of	these shares	may	not	have	the	same	incentive	to	approve	a	corporate	action	that	may	be	favorable	to	the	holders	of	class	A	common	stock,	and	their	interests may	otherwise	conflict	with	those	of	the	holders	of	class	A	common	stock.

# Anti-takeover	provisions	in	our	governing	documents	and	Delaware	law	could	delay	or	prevent	entirely	a	takeover	attempt	or	a	change	in control.

Provisions	contained	in	our	amended	and	restated	certificate	of	incorporation,	our	bylaws	and	Delaware	law	could	delay	or	prevent	a	merger	or acquisition	that	our	stockholders	consider	favorable.	For	instance,	except	for	limited	exceptions,	no	person	may	beneficially	own	more	than	15%	of	our class	A	common	stock	(or	15%	of	our	total	outstanding	common	stock	on	an	as-converted	basis),	unless	our	board	of	directors	approves	the	acquisition of	such	shares	in	advance.	In	addition,	except	for	common	stock	issued	to	a	member	in	connection	with	our	reorganization	or	shares	issuable	on conversion	of	such	common	stock,	shares	held	by	a	competitor	or	an	affiliate	of	a	competitor	may	not	exceed	5%	of	our	total	outstanding	shares	on	an as-converted	basis.

# Our	ability	to	pay	regular	dividends	to	holders	of	our	common	stock	in	the	future	is	subject	to	the	discretion	of	our	board	of	directors	and	will be	limited	by	our	ability	to	generate	sufficient	earnings	and	cash	flows.

Since	August	2008,	we	have	paid	cash	dividends	quarterly	on	our	class	A,	B	and	C	common	stock.	Any	future	payment	of	dividends	will	depend upon	our	ability	to	generate	earnings	and	cash	flows.	However,	sufficient	cash	may	not	be	available	to	pay	such	dividends.	Payment	of	future	dividends,	if any,	would	be	at	the	discretion	of	our	board	of	directors	after	taking	into	account	various	factors,	including	our	financial	condition,	operating	results,	capital requirements,	covenants	in	our	debt	instruments	and	other	factors	that	our	board	of	directors	deems	relevant.	If,	because	of	these	factors,	we	cannot generate	sufficient	earnings	and	cash	flows	from	our	business,	we	may	be	unable	to	make	payments	of	dividends	of	our	common	stock.	Furthermore,	no dividend	may	be	declared	or	paid	on	any	class	or	series	of	common	stock	unless	an	equivalent	dividend	is	contemporaneously	declared	and	paid	on	each other	class	of	common	stock.

# ITEM	1B. Unresolved	Staff	Comments

Not	Applicable.

# ITEM	2. Properties

At	September	30,	2010,	we	owned	and	leased	approximately	2.8	million	square	feet	of	office	and	processing	center	space	in	32	countries	around the	world,	of	which	approximately	1.9	million	square	feet	are	owned	and	the	remaining	890,000	square	feet	are	leased.	Our	corporate	headquarters	is located	in	the	San	Francisco	Bay	Area	and	consists	of	four	buildings	that	we	own,	totaling	944,000	square	feet.	We	also	own	a	164,000	square	foot	office building	in	Miami.

In	addition,	we	operate	three	primary	processing	centers.	We	own	a	processing	center	and	an	adjacent	office	facility	in	two	locations,	Colorado	and Virginia,	totaling	268,000	square	feet	and	482,000	square	feet,	respectively.	We	also	lease	a	13,000	square	foot	facility	in	Japan.

We	believe	that	these	facilities	are	suitable	and	adequate	to	support	our	business	needs.

# ITEM	3. Legal	Proceedings

Refer	to	Note	22—Legal	Matters	to	our	consolidated	financial	statements	included	in Item	8	in	this	report.

# ITEM	4. (Removed	and	Reserved)

# PART	II

# ITEM	5. Market	for	Registrant's	Common	Equity,	Related	Stockholder	Matters	and	Issuer	Purchases	of	Equity	Securities

# Price	Range	of	Common	Stock

Our	class	A	common	stock	has	been	listed	on	the	New	York	Stock	Exchange	under	the	symbol	"V"	since	March	19,	2008.	At	September	30,	2010, the	Company	had	380	stockholders	of	record	of	its	class	A	common	stock.	The	following	table	sets	forth	the	intra-day	high	and	low	sale	prices	for	our class	A	common	stock	in	each	of	our	last	eight	fiscal	quarters:

| 2010 | High | Low |
| :--- | :--- | :--- |
| First\tQuarter | $89.69 | $66.54 |
| Second\tQuarter | \t 93.63 | \t 80.54 |
| Third\tQuarter | \t 97.19 | \t 68.29 |
| Fourth\tQuarter | \t 77.80 | \t 64.90 |

| 2009 | High | Low |
| :--- | :--- | :--- |
| First\tQuarter | $62.11 | $43.54 |
| Second\tQuarter | \t 57.98 | \t 41.78 |
| Third\tQuarter | \t 71.24 | \t 53.63 |
| Fourth\tQuarter | \t 74.99 | \t 58.00 |

There	is	currently	no	established	public	trading	market	for	our	class	B	or	class	C	common	stock.	There	were	approximately	1,727	and	1,558 holders	of	record	of	our	class	B	common	stock	and	class	C	common	stock,	respectively,	as	of	September	30,	2010.

# Dividend	Declaration	and	Policy

During	the	fiscal	years	ended	September	30,	2010	and	2009,	we	paid	the	following	quarterly	cash	dividends	per	share	of	our	class	A	common	stock (determined	in	the	case	of	class	B	and	C	common	stock,	on	an	as-converted	basis)	to	all	holders	of	record	of	our	class	A,	B	and	C	common	stock.

In	addition,	on	October	20,	2010,	our	board	of	directors	declared	a	quarterly	cash	dividend	of	$0.15	per	share	of	class	A	common	stock	(determined in	the	case	of	class	B	and	C	common	stock,	on	an	as-converted	basis)	payable	on	December	7,	2010	to	holders	of	record	as	of	November	19,	2010	of	our class	A,	B	and	C	common	stock.

Subject	to	legally	available	funds,	we	intend	to	pay	quarterly	cash	dividends	on	our	outstanding	class	A,	B	and	C	common	stock	in	the	future.

However,	the	declaration	and	payment	of	future	dividends	is	at	the	sole	discretion	of	our	board	of	directors	after	taking	into	account	various	factors, including	our	financial	condition,	settlement	guarantees,	operating	results,	available	cash	and	current	and	anticipated	cash	needs.	Prior	to	our	IPO,	we	did not	pay	any	cash	dividends	on	our	common	stock.

# Issuer	Purchases	of	Equity	Securities

The	table	below	sets	forth	the	information	with	respect	to	purchases	of	the	Company's	common	stock	made	by	or	on	behalf	of	the	Company	during the	quarter	ended	September	30,	2010.

|  |  |  | Shares | (d) |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Purchased | Approximate |
|  | (a) |  | as\tPart\tof | Dollar\tValue |
| Period | Total\nNumber\tof\nShares\nPurchased^(1) | (b)\nAverage\nPrice\tPaid\nper\tShare | Publicly\nAnnounced\nPlans\tor\nPrograms^(2) | of\tShares\t\tthat\nMay\tYet\tBe\tPurchased\nUnder\tthe\tPlans\tor\nPrograms^(2) |
| July\t1-31,\t2010 | 861,900 | $72.46 | 861,900 | 273,705,982 |
| August\t1-31,\t2010 | \t3,788,035 | $72.25 | \t3,787,162 | — |
| September\t1-30,\t2010 | — |  | — | — |
| Total | \t4,649,935 | $72.29 | \t4,649,062 |  |

Includes	873	shares	of	class	A	common	stock	withheld	at	an	average	price	of	$71.67	per	share	(under	the	terms	of	grants	under	the	Company's equity	incentive	compensation	plan)	to	offset	tax	withholding	obligations	that	occur	upon	vesting	and	release	of	restricted	shares.

On	October	27,	2009,	the	Company	announced	a	$1.0	billion	class	A	common	stock	repurchase	plan,	authorized	by	the	board	of	directors	through September	30,	2010.	Under	this	plan,	during	the	12	months	ended	September	30,	2010,	the	Company	drew	the	entire	$1.0	billion	authorized amount	and	repurchased	approximately	12.9	million	shares	of	its	class	A	common	stock	at	an	average	price	of	$77.48.

# EQUITY	COMPENSATION	PLAN	INFORMATION

The	table	below	presents	information	as	of	September	30,	2010	for	the	Visa	2007	Equity	Incentive	Compensation	Plan,	or	the	EIP,	which	was approved	by	our	stockholders.	We	do	not	have	any	equity	compensation	plans	that	have	not	been	approved	by	our	stockholders,	except	as	noted	in	note (2)	in	the	table	below.	For	a	description	of	the	awards	issued	under	the	EIP,	see	Note	18—Share-based	Compensation	to	our	consolidated	financial statements	included	in	Item	8	of	this	report.

|  | Number	of	shares |  | Number	of	shares	of |
| :--- | :--- | :--- | :--- |
|  | of\tclass\tA |  | class\tA |
|  | common\tstock\tto |  | common\tstock |
|  | be\tissued\tupon | Weighted-average | remaining\tavailable\tfor |
|  | exercise\tof | exercise\tprice\tof | future\tissuance\tunder |
|  | outstanding | outstanding | equity\tcompensation |
|  | options,\twarrants | options,\twarrants | plans\t(excluding\tshares |
| Plan\tCategory | and\trights\t(a) | and\t\trights\t(b) | reflected\tin\tcolumn\t(a))\t(c) |
| Equity\tcompensation\tplans\tapproved\tby\tstockholders | 8,383,501^(1) | $49.67 | 44,519,878 |
| Equity\tcompensation\tplans\tnot\tapproved\tby |  |  |  |
| stockholders | 1,558,878^(2) | 47.31 | — |
| Total | 9,942,379^(1) | $49.30 | 44,519,878 |

In	addition	to	options,	the	EIP	authorizes	the	issuance	of	restricted	stock,	restricted	stock	units,	performance	units	and	other	stock-based	awards. A	total	of	786,238	shares	have	been	issued	pursuant	to	outstanding	restricted	stock	units.

These	shares	may	be	issued	upon	the	exercise	of	options	issued	by	Visa	replacing	certain	CyberSource	options	outstanding	at	the	time	of	the acquisition	as	discussed	further	in	Note	6—CyberSource	Acquisition	and	Note	18—Share-based	Compensation	to	our	consolidated	financial statements	included	in	Item	8	of	this	report.	These	options	were	issued	under	certain	provisions	of	the	EIP,	which	permit	Visa	to	issue	options	in connection	with	certain	acquisition	transactions.

# ITEM	6. Selected	Financial	Data

The	following	table	presents	selected	Visa	Inc.	financial	data	for	fiscal	2010,	2009	and	2008	and	selected	Visa	U.S.A.	financial	data	for	fiscal	2007 and	2006.	During	the	reorganization	in	October	2007,	Visa	U.S.A.,	the	accounting	acquirer,	Visa	International,	Visa	Canada	and	Inovant	became	direct or	indirect	subsidiaries	of	Visa	Inc.	The	operating	results	of	the	acquired	interests	are	included	in	the	consolidated	financial	results	of	Visa	Inc.	beginning October	1,	2007.	The	data	below	should	be	read	in	conjunction	with	Item	7—Management's	Discussion	and	Analysis	and	Results	of	Operations 	and	the Visa	Inc.	fiscal	2010	consolidated	financial	statements	and	notes	included	in	Item	8	of	this	report.

# Selected	Financial	Data

| Statement	of	Operations	Data: | 2010 | 2009 | 2008 | 2007^(1) | 2006^(1) |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | (in\tmillions,\texcept\tper\tshare\tdata) | (in\tmillions,\texcept\tper\tshare\tdata) | (in\tmillions,\texcept\tper\tshare\tdata) |  |
| Operating\trevenues | $8,065 | $6,911 | $6,263 | $3,590 | $2,948 |
| Operating\texpenses | \t 3,476 | \t 3,373 | \t 5,031 | 5,039 | \t 2,218 |
| Operating\tincome\t(loss) | \t 4,589 | \t 3,538 | \t 1,232 | (1,449) | 730 |
| Net\tincome\t(loss)\tattributable\tto\tVisa\tInc | \t 2,966 | \t 2,353 | 804 | (1,076) | 455 |
| Basic\tearnings\tper\tshare—class\tA\tcommon\tstock^(2)(3) | 4.03 | 3.10 | 0.96 | N/A | N/A |
| Diluted\tearnings\tper\tshare—class\tA\tcommon\tstock^(2)(3) | 4.01 | 3.10 | 0.96 | N/A | N/A |

| Balance	Sheet	Data: | 2010 | 2009 | 2008 | 2007^(1) | 2006^(1) |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | (in\tmillions,\texcept\tper\tshare\tdata) | (in\tmillions,\texcept\tper\tshare\tdata) |  |  |
| Total\tassets | $33,408 | $32,281 | $34,981 | $4,390 | $2,964 |
| Current\tportion\tof\tlong-term\tdebt^(4) | 12 | 12 | 51 | 41 | 32 |
| Current\tportion\tof\taccrued\tlitigation | 631 | 1,394 | 2,698 | \t 2,236 | 216 |
| Long-term\tdebt^(4) | 32 | 44 | 55 | — | 41 |
| Long-term\taccrued\tlitigation | 66 | 323 | 1,060 | \t 1,446 | 784 |
| Total\tequity\t(deficit)^(5) | \t 25,014 | \t 23,193 | \t 21,141 | (463) | 621 |
| Dividend\tdeclared\tand\tpaid\tper\tcommon\tshare | 0.50 | 0.42 | 0.105 | N/A | N/A |

Historical	balances	for	the	consolidated	statements	of	operations	and	consolidated	balance	sheet	data	prior	to	October	1,	2007	represent	balances for	Visa	U.S.A.	Inc.,	the	accounting	acquirer	in	the	reorganization.

Visa	U.S.A.	Inc.	was	a	non-stock	corporation	and	therefore	no	comparable	metric	for	earnings	per	share	is	provided	for	fiscal	2007	and	2006. Effective	October	1,	2009,	we	adopted	a	new	accounting	standard	related	to	the	calculation	of	earnings	per	share,	which	requires	retrospective application	to	earnings	per	share	for	fiscal	2009	and	2008.	See	Note	17—Earnings	Per	Share	to	the	consolidated	financial	statements	included	in Item	8	of	this	report.

The	long	term	portion	of	Visa	U.S.A.	debt	was	classified	as	being	due	within	one	year	at	September	30,	2007	because	Visa	U.S.A.	was	in	default	of certain	financial	performance	covenants	as	a	result	of	the	American	Express	settlement	in	fiscal	2007	as	described	in	Note	22—Legal	Matters	to the	consolidated	financial	statements	included	in	Item	8	of	this	report.

Effective	October	1,	2009,	we	adopted	a	new	accounting	standard	which	requires	the	presentation	of	non-controlling	interests	(previously	referred to	as	minority	interests)	to	be	included	in	total	equity.	The	change	in	presentation	has	been	applied	to	prior	year	comparable	periods.

# ITEM	7. Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations

This	management's	discussion	and	analysis	provides	a	review	of	the	results	of	operations,	financial	condition	and	the	liquidity	and	capital resources	of	Visa	Inc.	and	its	subsidiaries	("Visa,"	"we,"	"our"	and	the	"Company")	on	a	historical	basis	and	outlines	the	factors	that	have	affected	recent earnings,	as	well	as	those	factors	that	may	affect	future	earnings.	The	following	discussion	and	analysis	should	be	read	in	conjunction	with	the consolidated	financial	statements	and	related	notes	included	in	Item	8.

Visa	is	a	global	payments	technology	company	that	connects	consumers,	businesses,	banks	and	governments	around	the	world,	enabling	them	to use	digital	currency	instead	of	cash	and	checks.	We	provide	financial	institutions	with	payment	processing	platforms	that	encompass	consumer	credit, debit,	prepaid	and	commercial	payments.	We	facilitate	global	commerce	through	the	transfer	of	value	and	information	among	financial	institutions, merchants,	consumers,	businesses	and	government	entities.	Each	of	these	constituencies	has	played	a	key	role	in	the	ongoing	worldwide	migration	from paper-based	to	electronic	forms	of	payment,	and	we	believe	that	this	transformation	continues	to	yield	significant	growth	opportunities,	particularly	outside the	United	States.	We	continue	to	explore	additional	opportunities	to	enhance	our	competitive	position	by	expanding	the	scope	of	payment	services	to benefit	our	existing	clients	and	to	position	Visa	to	serve	more	and	different	constituencies.

Overall	economic	conditions	and	regulatory	environment.	 Our	business	is	affected	by	overall	economic	conditions	and	consumer	spending.	We continue	to	monitor	the	progress	of	the	global	economic	recovery,	which	has	shown	signs	of	slow	but	gradual	improvement.	We	expect	consumer	and commercial	spending,	and	our	payments	volume	to	continue	to	increase	in	the	near	term	if	the	economic	recovery	maintains	momentum.

The	Wall	Street	Reform	and	Consumer	Protection	Act	enacted	in	the	U.S.	in	July	2010	includes	provisions	that	will	establish	regulation	and oversight	of	debit	interchange	rates	and	certain	other	network	industry	practices	in	the	U.S.	While	the	legislation	does	not	directly	regulate	the	network fees	we	charge,	except	to	ensure	that	fees	are	not	used	to	evade	the	new	regulation	of	interchange	rates,	it	may	give	retailers	greater	ability	to	route	debit transactions	onto	competitive	networks,	which	can	reduce	the	processing	fees	we	currently	earn	on	debit	transactions.	Because	the	implementation details	for	this	new	legislation	will	be	determined	over	the	next	year,	the	expected	impact	on	our	consolidated	financial	statements	is	unknown	at	this time.	However,	we	expect	to	see	the	impacts	of	the	legislation	beginning	in	the	fourth	quarter	of	fiscal	2011.

Other	regulatory	measures	previously	enacted	in	the	U.S.	became	effective	in	the	second	quarter	of	fiscal	2010.	These	regulatory	measures primarily	impacted	our	clients,	but	have	not	resulted	in	any	notable	impact	to	our	payments	volumes.

We	continue	to	believe	that	our	broad	platform	of	payment	products	provides	substantial	value	to	both	retailers	and	consumers,	and	that	the continuing	worldwide	secular	shift	to	digital	currency,	will	buffer	the	impacts	of	our	current	regulatory	environment,	as	reflected	in	our	overall	payments volume	growth,	and	in	particular	payments	volume	growth	outside	the	U.S.

Funding	of	the	litigation	escrow	account.	 During	May	2010	and	subsequently	in	October	2010,	after	our	fiscal	year	end,	we	deposited	$500	million and	$800	million,	respectively,	into	the	escrow	account	previously	established	under	the	retrospective	responsibility	plan,	or	the	plan.	Under	the	terms	of the	plan,	when	Visa	funds	the	escrow	account,	the	shares	of	class	B	common	stock	retained	by	our

U.S.	clients	and	their	affiliates	are	subject	to	dilution	through	an	adjustment	to	the	conversion	rate	of	the	shares	of	class	B	common	stock	to	shares	of class	A	common	stock.	On	an	as-converted	basis,	funding	of	the	escrow	account	had	the	effect	of	our	repurchasing	approximately	7	million	shares	and 11	million	shares	of	class	A	common	stock,	respectively.	See	Note	4—Retrospective	Responsibility	Plan	to	our	consolidated	financial	statements.

Share	repurchase	plan.	In	October	2009,	our	board	of	directors	authorized	a	$1.0	billion	share	repurchase	plan.	As	of	September	30,	2010,	we have	drawn	on	the	entire	$1.0	billion	authorized	amount	by	repurchasing	a	total	of	12.9	million	shares	of	our	class	A	common	stock	at	an	average	price	of $77.48	per	share.	In	October	2010,	subsequent	to	our	fiscal	year	end,	our	board	of	directors	authorized	a	second	$1.0	billion	share	repurchase	plan, which	will	be	in	place	through	September	30,	2011,	subject	to	extension	or	expansion	at	the	determination	of	our	board	of	directors.	See	the	Liquidity	and Capital	Resources	section	for	further	discussion.

Expansion	of	our	eCommerce	capabilities. 	On	July	21,	2010,	we	completed	our	acquisition	of	CyberSource	Corporation,	a	leading	provider	of electronic	payment,	risk	management	and	payment	security	solutions	to	online	merchants,	at	a	price	of	$26.00	per	share.	The	total	purchase consideration	was	approximately	$2.0	billion,	paid	with	cash	on	hand.	The	acquisition	of	CyberSource	will	expand	our	online	payment,	fraud	and	security management	capabilities	and	is	expected	to	accelerate	our	growth	in	the	eCommerce	category.	The	results	of	CyberSource	are	included	in	our	results from	the	acquisition	date.	See	Note	6—CyberSource	Acquisition	to	our	consolidated	financial	statements.

Nominal	payments	volume	and	transaction	counts.	 We	believe	that	payments	volume	and	processed	transactions	are	key	drivers	of	our	business. Payments	volume	is	the	basis	for	service	revenues	and	processed	transactions	are	the	basis	for	data	processing	revenues.	The	growth	in	nominal payments	volume	in	fiscal	2010	compared	to	fiscal	2009,	in	particular	credit	and	debit,	was	primarily	driven	by	growth	outside	the	U.S.	Comparing	fiscal 2009	with	fiscal	2008,	nominal	payments	volume	declined	in	credit	and	commercial	products,	which	was	offset	by	growth	in	debit	resulting	in	minimal year-over-year	nominal	payments	volume	impact.

The	number	of	processed	transactions	continues	to	increase	reflecting	the	continued	shift	to	electronic	payments	globally.

The	payments	volume	and	processed	transactions	tables	presented	below	do	not	include	CyberSource	volumes	and	transactions.	CyberSource activities	primarily	contribute	to	our	data	processing	revenues,	which	is	discussed	below	in	Results	of	Operations.

Figures	may	not	sum	due	to	rounding.	Percentage	change	calculated	based	on	whole	numbers,	not	rounded	numbers. Includes	prepaid	volume.

Total	nominal	volume	is	the	sum	of	total	nominal	payments	volume	and	cash	volume.	Total	nominal	payments	volume	is	the	total	monetary	value	of transactions	for	goods	and	services	that	are	purchased.	Cash	volume	generally	consists	of	cash	access	transactions,	balances	access transactions,	balance	transfers	and	convenience	checks.	Total	nominal	volume	is	provided	by	our	clients,	subject	to	verification	by	Visa.	From	time to	time,	previously	submitted	volume	information	may	be	updated.	Prior	year	volume	information	presented	in	these	tables	has	not	been	updated, as	subsequent	adjustments	were	not	material.

Service	revenues	in	a	given	quarter	are	assessed	based	on	payments	volume	in	the	prior	quarter.	Therefore,	service	revenues	reported	with respect	to	the	twelve	months	ended	September	30,	2010,	September	30,	2009	and	September	30,	2008	were	based	on	payments	volume	reported by	our	clients	for	the	twelve	months	ended	June	30,	2010,	June	30,	2009	and	June	30,	2008,	respectively.

This	table	sets	forth	transaction	volumes	processed	by	our	VisaNet	system	during	the	following	fiscal	periods:

|  | 2010 | 2009 | 2008 | 2010	vs.	2009<br>%	Change | 2009	vs.	2008<br>%	Change |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |  |  |
| Total\tprocessed\ttransactions | \t45,411 | \t39,885 | \t36,956 | 14% | 8% |

# Operating	Revenues

Our	operating	revenues	are	primarily	generated	from	payments	volume	on	Visa-branded	cards	for	goods	and	services,	as	well	as	the	number,	size and	type	of	transactions	processed	on	our	VisaNet	system.	We	do	not	earn	revenues	from,	or	bear	credit	risk	with	respect	to,	interest	and	fees	paid	by cardholders	on	Visa-branded	cards.	Our	issuing	clients	have	the	responsibility	for	issuing	cards	and	determining	interest	rates	and	fees	paid	by cardholders,	and	most	other	competitive	card	features.	We	do	not	earn	revenues	from	the	fees	that	merchants	are	charged	for	card	acceptance, including	the	merchant	discount	rate.	Our	acquiring	clients,	which	are	generally	responsible	for	soliciting	merchants,	establish	and	earn	these	fees.

# The	following	sets	forth	the	components	of	our	operating	revenues:

Service	revenues	are	earned	from	clients	for	their	participation	in	card	programs	carrying	marks	of	the	Visa	brand.	Service	revenues	are	primarily assessed	using	a	calculation	of	pricing	applied	to	the	prior	quarter's	payments	volume.

Data	processing	revenues	are	earned	for	authorization,	clearing,	settlement,	transaction	processing	services	and	other	maintenance	and	support services	that	facilitate	transaction	and	information	processing	among	our	clients	globally	and	Visa	Europe.	Data	processing	revenues	are	primarily	based on	information	we	accumulate	from	VisaNet,	our	secure,	centralized,	global	processing	platform,	which	provides	transaction	processing	services	linking issuers	and	acquirers.	Data	processing	revenues	also	include	revenues	earned	for	transactions	processed	by	CyberSource's	online	payment	gateway.

International	transaction	revenues	are	assessed	to	clients	on	transactions	where	the	cardholder's	issuer	country	is	different	from	the	merchant's country.	International	transaction	revenues	are	generally	driven	by	cross-border	payments	volume,	which	includes	single	currency	transactions,	and currency	conversion	activities	for	transactions	involving	more	than	one	currency.

Other	revenues	consist	primarily	of	revenues	earned	from	Visa	Europe	in	connection	with	the	Visa	Europe	Framework	Agreement	and	fees	from cardholder	services	and	licensing	and	certification.	Other	revenues	also	include	optional	service	or	product	enhancements,	such	as	extended	cardholder protection	and	concierge	services.

Volume	and	support	incentives	represent	contracts	with	clients,	merchants	and	other	business	partners	for	various	programs	designed	to	build payments	volume	and	to	increase	product	acceptance.	These	incentives	are	accounted	for	as	reductions	to	operating	revenues.

# Operating	Expenses

Personnel	includes	salaries,	stock-based	compensation,	incentives,	fringe	benefits	and	contractor	expense.

Network,	EDP	and	communications	primarily	represents	expenses	for	the	operation	of	our	electronic	payments	network,	including	maintenance, equipment	rental	and	fees	for	other	data	processing	services.

Advertising,	marketing	and	promotion includes	expenses	associated	with	advertising	and	marketing	campaigns,	sponsorships	and	other	related promotions	to	promote	the	Visa	brand.

Professional	and	consulting	fees	consists	of	fees	for	consulting,	legal	and	other	professional	services.

Depreciation	and	amortization	includes	depreciation	expenses	of	properties	and	equipment,	as	well	as	amortization	of	purchased	and	internally developed	software.	Also	included	in	this	amount	are	depreciation	and	amortization	of	the	incremental	basis	in	technology	and	other	assets	acquired	in our	October	2007	reorganization,	and	the	incremental	basis	in	technology	and	other	assets,	including	finite-lived	intangible	assets,	acquired	in	our	July 2010	acquisition	of	CyberSource.	The	incremental	basis	in	technology	and	other	assets	acquired	in	our	October	2007	reorganization	was	fully depreciated	and	amortized	at	September	30,	2010.

Administrative	and	other	primarily	consists	of	facilities	costs,	foreign	exchange	gains	and	losses	and	other	corporate	and	overhead	expenses	in support	of	our	business.

Litigation	provision	is	an	estimate	of	litigation	expense	and	is	based	on	management's	understanding	of	our	litigation	profile,	the	specifics	of	the case,	advice	of	counsel	to	the	extent	appropriate	and	management's	best	estimate	of	incurred	loss	at	the	balance	sheet	dates.

# Other	Income	(Expense)

Interest	expense	primarily	includes	accretion	associated	with	litigation	settlements	to	be	paid	over	periods	longer	than	one	year	and	interest incurred	on	outstanding	debt.

Investment	income,	net	represents	returns	on	our	fixed-income	securities	and	other	investments.	Investment	income	also	includes	cash	dividends received	from	other	cost	method	investments.

Other	non-operating	income	primarily	relates	to	the	change	in	the	fair	value	of	the	Visa	Europe	put	option.	Also	included	in	this	amount	is	the change	in	the	fair	value	of	the	liability	under	the	Framework	Agreement	with	Visa	Europe,	which	was	fully	discharged	in	October	2008.

The	following	table	sets	forth	our	operating	revenues	earned	in	the	United	States,	in	the	rest	of	the	world	and	from	Visa	Europe.	Revenues	earned from	Visa	Europe	are	a	result	of	our	contractual	arrangement	with	Visa	Europe,	as	governed	by	the	Framework	Agreement	that	provides	for	trademark and	technology	licenses	and	bilateral	services.

|  | September	30, | September	30, | September	30, | $	Change | $	Change | %	Change^(1) | %	Change^(1) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | 2010 | 2009 | 2010 | 2009 |
|  |  |  |  | vs. | vs. | vs. | vs. |
|  | 2010 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 |
|  |  |  | (in\tmillions,\texcept\tpercentages) | (in\tmillions,\texcept\tpercentages) | (in\tmillions,\texcept\tpercentages) |  |  |
| U.S.\toperating\trevenues | $4,718 | $4,023 | $3,664 | $695 | $359 | \t 17% | \t 10% |
| Rest\tof\tworld\toperating\trevenues | \t 3,137 | \t 2,669 | \t 2,378 | 468 | \t 291 | \t 18% | \t 12% |
| Visa\tEurope\toperating\trevenues | 210 | 219 | 221 | (9) | (2) | (4)% | (1)% |
| Total\tOperating\tRevenues | $8,065 | $6,911 | $6,263 | $1,154 | $648 | \t 17% | \t 10% |

Percentage	change	calculated	based	on	whole	numbers,	not	rounded	numbers.

Growth	in	operating	revenues	primarily	reflects	an	increase	in	nominal	payments	volume,	continued	growth	of	processed	transactions	and	the impact	of	pricing	modifications	made	on	various	services	as	a	result	of	innovations	in	our	product	line	and	improvements	in	our	service	model.	The benefits	of	pricing	modifications	are	partially	offset	by	increases	to	volume	and	support	incentives.	We	continue	to	monitor	the	progress	of	nominal payments	volume	growth	as	part	of	the	overall	global	economic	recovery,	and	evaluate	the	potential	impacts	to	operating	revenues	under	our	current regulatory	environment.	We	may	adjust	our	pricing	strategy	to	ensure	that	it	competitively	aligns	with	the	value	and	growth	opportunities	provided	to	our clients.

Revenues	from	processing	cross-border	transactions	for	our	clients	fluctuate	with	cross-border	travel	and	the	extent	to	which	Visa-branded products	are	utilized	for	travel	purposes.	Cross-border	transactions	have	shown	signs	of	improvement	in	all	geographies	during	fiscal	2010.

Our	operating	revenues,	primarily	service	revenues	and	international	transaction	revenues,	are	impacted	by	the	overall	strengthening	or	weakening of	the	U.S.	dollar	as	payments	volume	and	related	revenues	denominated	in	local	or	regional	currencies	are	converted	to	U.S.	dollars.	The	effect	of	the general	weakening	of	the	U.S.	dollar	during	fiscal	2010	was	moderated	by	our	hedging	activities,	resulting	in	a	net	1%	increase	in	total	operating revenues.	In	comparison,	the	general	strengthening	of	the	U.S.	dollar	during	fiscal	2009,	net	against	the	impact	from	our	hedging	activities,	resulted	in	a 3%	decline	in	total	operating	revenues.	As	we	are	substantially	hedged	through	fiscal	2011,	we	do	not	expect	any	significant	impact	from	currency fluctuations	next	year.

The	following	table	sets	forth	the	components	of	our	total	operating	revenues:

|  | September	30, | September	30, | September	30, | $	Change | $	Change | %	Change^(1) | %	Change^(1) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | 2010 | 2009 | 2010 | 2009 |
|  |  |  |  | vs. | vs. | vs. | vs. |
|  | 2010 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 |
|  |  |  | (in\tmillions,\texcept\tpercentages) | (in\tmillions,\texcept\tpercentages) |  |  |  |
| Service\trevenues | $3,497 | $3,174 | $3,061 | $323 | $113 | \t 10% | 4% |
| Data\tprocessing\trevenues | 3,125 | 2,430 | 2,073 | 695 | \t 357 | \t 29% | \t 17% |
| International\ttransaction\trevenues | 2,290 | 1,916 | 1,721 | 374 | \t 195 | \t 20% | \t 11% |
| Other\trevenues | 713 | 625 | 569 | 88 | 56 | \t 14% | \t 10% |
| Volume\tand\tsupport\tincentives | (1,560) | (1,234) | (1,161) | (326) | (73) | \t 26% | 6% |
| Total\tOperating\tRevenues | $8,065 | $6,911 | $6,263 | $1,154 | $648 | \t 17% | \t 10% |

•	 Service	revenues	increased	in	fiscal	2010	primarily	due	to	13%	growth	in	nominal	payments	volume.	The	growth	in	service	revenues	was slower	than	the	growth	in	nominal	payments	volume	primarily	reflecting	differences	in	the	geographic	mix	of	our	service	revenues	and	the impact	of	our	hedging	program	against	the	weakening	U.S.	dollar.	We	expect	service	revenues	to	increase	in	fiscal	2011	as	we	continue	to align	our	pricing	strategy	across	the	globe	to	ensure	it	reflects	the	competitive	value	and	growth	opportunities	provided	to	our	clients.

Service	revenues	increased	in	fiscal	2009	compared	to	fiscal	2008	primarily	due	to	strategic	pricing	modifications	implemented	in	the	second half	of	fiscal	2009,	combined	with	modest	growth	of	1%	in	nominal	global	payments	volume.

•	 Data	processing	revenues	increased	during	fiscal	2010	due	to	competitive	pricing	actions	across	various	geographies	which	became	effective in	the	second	half	of	fiscal	2009,	combined	with	growth	of	14%	in	the	number	of	transactions	processed.	Data	processing

revenues	also	benefitted	slightly	from	the	inclusion	of	CyberSource	activity	since	the	July	acquisition.	We	do	not	believe	that	the	current	rate of	growth	in	data	processing	revenues	is	representative	of	sustainable	future	revenue	growth	due	to	the	inclusion	of	these	pricing	actions, which	have	largely	anniversaried	in	the	fourth	quarter	of	fiscal	2010.	However,	we	will	benefit	from	the	inclusion	of	a	full	year	CyberSource activity	in	fiscal	2011.

Data	processing	revenues	increased	in	fiscal	2009	due	to	8%	growth	in	the	number	of	transactions	processed	during	the	year,	combined	with other	strategic	pricing	modifications.

•International	transaction	revenues	increased	in	fiscal	2010	primarily	due	to	a	growth	of	16%	in	nominal	cross-border	payments	volume, combined	with	strategic	pricing	modifications	which	took	place	after	the	third	quarter	of	fiscal	2009.	We	generally	expect	international transaction	revenue	to	grow	in	line	with	increased	cross-border	transaction	volume,	although	economic	downturns	or	other	adverse international	conditions	could	hinder	this	growth.

International	transaction	revenues	increased	in	fiscal	2009	despite	an	11%	decline	in	cross-border	nominal	payments	volume,	primarily	due to	strategic	pricing	modifications	made	after	fiscal	2008.

•	 Other	revenues	increased	during	fiscal	2010,	primarily	due	to	license	fees	from	Cielo,	formerly	known	as	Companhia	Brasileira	de	Meios	de Pagamento,	or	VisaNet	do	Brasil,	for	the	use	of	Visa	trademarks	and	technology	intellectual	property.	We	entered	into	this	licensing arrangement	with	VisaNet	do	Brasil	following	its	initial	public	offering	and	the	sale	of	our	equity	interest	in	the	third	quarter	of	fiscal	2009.	The increase	also	reflects	growth	in	other	new	license	and	royalty	fees.

Other	revenues	increased	in	fiscal	2009	primarily	due	to	growth	in	the	Visa	Extras	loyalty	platform	for	administrative	and	rewards	fulfillment services	performed	in	support	of	the	platform.

•	 Volume	and	support	incentives	increased	in	fiscal	2010	primarily	due	to	growth	in	global	payments	volumes	and	incentives	incurred	on significant	long-term	customer	contracts	that	were	initiated	or	renewed	in	fiscal	2010.	These	increases	were	offset	by	lower	one-time incentives	incurred	for	early	renewals	compared	to	fiscal	2009.	As	anticipated,	volume	and	support	incentives	as	a	percentage	of	gross revenues	were	approximately	16%	in	fiscal	2010.	We	expect	incentives	as	a	percentage	of	gross	revenues	to	be	in	the	range	of	16.0%	to 16.5%	for	the	full	2011	fiscal	year.	The	actual	amount	of	volume	and	support	incentives	will	vary	based	on	modifications	to	performance expectations	for	these	contracts,	amendments	to	existing	contracts	or	new	contracts.

Volume	and	support	incentives	increased	in	fiscal	2009	primarily	due	to	incentives	incurred	on	initiation	or	early	renewal	of	significant	long- term	customer	contracts.	These	incentives	were	partially	offset	by	the	absence	of	a	non-recurring	charge	related	to	a	customer	agreement executed	in	fiscal	2008.

The	following	table	sets	forth	components	of	our	total	operating	expenses	for	the	periods	presented.

|  | September	30, | September	30, | September	30, | $	Change | $	Change | %	Change^(1) | %	Change^(1) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2010 | 2009 | 2008 | 2010\nvs.\n2009 | 2009\nvs.\n2008 | 2010\nvs.\n2009 | 2009\nvs.\n2008 |
|  |  |  | (in\tmillions,\texcept\tpercentages) | (in\tmillions,\texcept\tpercentages) | (in\tmillions,\texcept\tpercentages) |  |  |
| Personnel | $1,222 | $1,228 | $1,314 | $(6) | $(86) | (1)% | (7)% |
| Network,\tEDP\tand\tcommunications | 425 | 393 | 339 | 32 | 54 | 8% | 16% |
| Advertising,\tmarketing\tand\tpromotion | 964 | 918 | \t 1,016 | 46 | (98) | 5% | \t(10)% |
| Professional\tand\tconsulting\tfees | 286 | 268 | 323 | 18 | (55) | 7% | \t(17)% |
| Depreciation\tand\tamortization | 265 | 226 | 237 | 39 | (11) | 17% | (5)% |
| Administrative\tand\tother | 359 | 338 | 332 | 21 | 6 | 7% | 2% |
| Litigation\tprovision | (45) | 2 | \t 1,470 | (47) | (1,468) | \tNM | \tNM |
| Total\tOperating\tExpenses | $3,476 | $3,373 | $5,031 | $103 | $(1,658) | 3% | \t(33)% |

•	 Personnel	decreased	in	fiscal	2010,	reflecting	lower	severance	charges	and	reductions	in	our	net	periodic	pension	cost	due	to	the remeasurement	and	annual	census	update	of	our	U.S.	pension	plan.	See	Note	12	–	Pension,	Postretirement	and	Other	Benefits	to	our consolidated	financial	statements.	The	decrease	was	offset	by	additional	salary	and	stock	compensation	expense	as	a	result	of	our acquisition	of	CyberSource	in	July	2010.

The	decrease	in	fiscal	2009	reflects	the	absence	of	larger	severance	and	other	charges	incurred	in	fiscal	2008	associated	with	workforce consolidation	and	elimination	of	overlapping	functions,	combined	with	reduced	contractor	fees	and	employee	incentive-related	costs	in	fiscal 2009.

•	 Network,	EDP	and	communications	increased	in	fiscal	2010	and	2009,	reflecting	higher	fees	paid	for	debit	processing	services	related	to processing	transactions	through	non-Visa	networks.

•	 Advertising,	marketing	and	promotion increased	in	fiscal	2010,	due	to	higher	spending	in	connection	with	the	2010	Winter	Olympics	and	the 2010	FIFA	World	Cup,	which	will	not	recur	in	fiscal	2011.	The	increase	also	reflects	additional	investment	in	emerging	markets	and	higher redemption	costs	associated	with	the	Visa	Extras	loyalty	platform.	We	continue	to	review	and	refine	our	marketing	and	advertising	spending globally	to	ensure	it	is	consistent	with	our	growth	initiatives.

In	fiscal	2009,	expenses	decreased,	despite	the	launch	of	our	global	"More	people	go	with	Visa"	campaign,	reflecting	the	effective implementation	of	our	global	strategy	to	reduce	cost.

•	 Professional	and	consulting	fees	increased	in	fiscal	2010,	primarily	reflecting	professional	fees	associated	with	our	acquisition	of CyberSource	and	consulting	fees	related	to	the	migration	of	one	of	our	product	platforms	to	a	new	service	provider.	The	increase	was	offset by	the	absence	of	legal	fees	related	to	the	settlement	of	Discover	financial	services	and	various	other	litigation	matters	in	fiscal	2009.

The	decrease	in	fiscal	2009	reflects	the	absence	of	consulting	and	legal	fees	incurred	in	fiscal	2008	in	connection	with	our	global reorganization	and	IPO,	and	related	insourcing	of	professional	services.

•	 Depreciation	and	amortization	increased	in	fiscal	2010,	primarily	reflecting	additional	depreciation	and	amortization	on	technology	and intangible	assets	acquired	in	the	CyberSource	acquisition.	The	increase	also	reflects	charges	related	to	the	new	east	coast	data	center	and office	building	that	were	placed	in	service	during	the	second	half	of	fiscal	2009.	We	expect	associated	depreciation	and	amortization	related to	CyberSource	assets	to	increase	in	fiscal	2011,	reflecting	a	full	year	of	charges,	or	$76	million.	This	increase	will	be	offset	by	the	absence	of $68	million	in	annual	depreciation	and	amortization	on	the	incremental	basis	of	assets	acquired	in	our	October	2007	reorganization,	as	those assets	became	fully	depreciated	as	of	September	30,	2010.

The	decrease	in	fiscal	2009	primarily	reflects	the	absence	of	depreciation	and	amortization	for	assets	in	our	Colorado	data	center	which	were fully	depreciated	in	fiscal	2008,	partially	offset	by	additional	depreciation	in	fiscal	2009	from	our	new	east	coast	data	center.

•	 Administrative	and	other increased	in	fiscal	2010	primarily	due	to	travel	activities	related	to	the	2010	Winter	Olympics	and	the	2010	FIFA World	Cup.

Administrative	and	other	expenses	remained	flat	in	fiscal	2009,	primarily	due	to	unrealized	foreign	exchange	losses	recorded	upon	the remeasurement	of	monetary	assets	and	liabilities	held	by	foreign	subsidiaries	into	their	functional	currencies,	offset	by	a	decrease	in	overall spending	reflecting	our	overall	cost	reduction	strategy.

•Litigation	provision	in	fiscal	2010	primarily	reflects	the	$41	million	pre-tax	gain	recorded	as	a	result	of	prepaying	the	remaining	obligation under	the	Retailers'	litigation	settlement.	The	gain	reflects	the	difference	between	our	prepayment	amount	of	$682	million	and	the	carrying value	of	the	obligation.	The	remaining	credit	balance	was	due	to	the	release	of	accruals	during	fiscal	2010	for	certain	legal	matters.	There was	no	other	significant	provision	activity	to	offset	the	credit	balance	during	fiscal	2010.

The	decrease	in	fiscal	2009	primarily	reflects	the	absence	of	litigation	provision	recorded	in	connection	with	the	Discover	settlement	in	fiscal 2008.	See	Note	22—Legal	Matters	to	our	consolidated	financial	statements.

The	following	table	sets	forth	the	components	of	our	other	income	(expense)	for	the	periods	presented.

|  | September	30, | September	30, | September	30, | $	Change | $	Change | %	Change^(1) | %	Change^(1) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2010 | 2009 | 2008 | 2010\nvs.\n2009 | 2009\nvs.\n2008 | 2010\nvs.\n2009 | 2009\nvs.\n2008 |
|  |  |  | (in\tmillions,\texcept\tpercentages) | (in\tmillions,\texcept\tpercentages) | (in\tmillions,\texcept\tpercentages) |  |  |
| Equity\tin\tearnings\tof\tunconsolidated\taffiliates | $(7) | $ — | $1 | $(7) | $(1) | \tNM | \tNM |
| Interest\texpense | (72) | (115) | (143) | 43 | 28 | \t(37)% | \t(20)% |
| Investment\tincome,\tnet | 49 | 575 | 211 | (526) | \t 364 | \t(92)% | \tNM |
| Other | 79 | 2 | 35 | 77 | (33) | \tNM | \t(95)% |
| Total\tOther\tIncome\t(Expense) | $49 | $ 462 | $ 104 | $(413) | $358 | \t(90)% | \tNM |

•Interest	expense	decreased	in	fiscal	2010	and	2009	reflecting	lower	interest	accretion	from	declining	litigation	balances.	The	decrease	in fiscal	2010	was	partially	offset	by	increases	in	interest	expense	related	to	uncertain	tax	positions	recorded	in	the	first	half	of	fiscal	2010.

•Investment	income,	net	decreased	in	fiscal	2010	primarily	due	to	the	absence	of	a	pre-tax	gain	of	$473	million	and	the	loss	of	dividend income	upon	the	sale	of	our	ownership	interest	in	VisaNet	do	Brasil	in	fiscal	2009.	Additionally,	we	earned	lower	interest	income	in	fiscal	2010 as	a	result	of	lower	interest	rates	and	lower	investment	balances,	reflecting	the	use	of	$1.0	billion	to	repurchase	class	A	common	stock	under the	share	repurchase	plan,	$682	million	to	prepay	the	Retailers'	litigation	and	$500	million	to	fund	the	litigation	escrow	account	under	the retrospective	responsibility	plan.

The	increase	in	fiscal	2009	primarily	reflects	the	pre-tax	gain	of	$473	million	discussed	above,	partially	offset	by	lower	interest	income	earned from	lower	investment	balances	after	funding	our	October	2008	stock	redemptions.

•	 Other	non-operating	income	in	fiscal	2010	reflects	a	non-cash	adjustment	to	the	fair	market	value	of	the	Visa	Europe	put	option,	which	is	not subject	to	tax.	The	change	in	value	does	not	reflect	any	change	in	the	likelihood	that	Visa	Europe	will	exercise	its	option.	See	Note	3	–	Visa Europe	to	our	consolidated	financial	statements.

Other	non-operating	income	in	fiscal	2008	reflects	adjustments	to	the	fair	market	value	of	our	liability	under	the	Framework	Agreement	with Visa	Europe,	which	was	settled	during	the	first	fiscal	quarter	of	2009.

# Effective	Income	Tax	Rate

The	effective	tax	rate	in	fiscal	2010	was	lower	than	the	rate	in	fiscal	2009	primarily	due	to	changes	in	the	geographic	mix	of	our	global	income,	the benefit	of	tax	incentives	in	Singapore,	our	largest	operating	hub	outside	the	U.S.,	the	nontaxable	revaluation	of	the	Visa	Europe	put	option	in	fiscal	2010, and	the	additional	foreign	tax	related	to	the	sale	of	our	investment	in	VisaNet	do	Brasil	in	fiscal	2009.

The	increase	in	the	effective	income	tax	rate	in	fiscal	2009	compared	to	fiscal	2008	was	primarily	due	to	additional	foreign	tax	in	fiscal	2009	on	the sale	of	our	investment	in	VisaNet	do	Brasil.

# Liquidity	and	Capital	Resources

# Management	of	Our	Liquidity

We	regularly	evaluate	cash	requirements	for	current	operations,	commitments,	development	activities	and	capital	expenditures	and	we	may	elect	to raise	additional	funds	for	these	purposes	in	the	future	through	the	issuance	of	either	debt	or	equity.	Our	treasury	policies	provide	management	with	the guidelines	and	authority	to	manage	liquidity	risk	in	a	manner	consistent	with	corporate	objectives.

The	objectives	of	our	treasury	policies	are	to	provide	adequate	liquidity	to	cover	operating	expenditures	and	liquidity	contingency	scenarios,	to ensure	payments	on	required	litigation	settlements,	to	ensure	timely	completion	of	payments	settlement	activities,	to	make	planned	capital	investments	in our	business,	to	pay	dividends,	to	repurchase	our	shares	at	the	discretion	of	our	board	of	directors,	to	service	the	payments	of	principal	and	interest	on outstanding	debt,	and	to	optimize	income	earned	by	investing	excess	cash	in	securities	that	we	believe	are	high-quality	and	marketable	in	the	short	term.

Based	on	our	current	cash	flow	budgets	and	forecasts	of	our	short-term	and	long-term	liquidity	needs,	we	believe	that	our	projected	sources	of liquidity	will	be	sufficient	to	meet	our	projected	liquidity	needs	for	more	than	the	next	12	months.	We	will	continue	to	assess	our	liquidity	position	and potential	sources	of	supplemental	liquidity	in	view	of	our	operating	performance,	current	economic	and	capital	market	conditions,	and	other	relevant circumstances.

# Cash	Flow	Data

This	table	summarizes	cash	flow	activity	for	the	following	fiscal	years:

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Total\tcash\tprovided\tby\t(used\tin): |  |  |  |
| Operating\tactivities | $2,691 | $558 | $531 |
| Investing\tactivities | (1,904) | 1,830 | 554 |
| Financing\tactivities | (1,542) | (2,751) | \t 3,624 |
| Effect\tof\texchange\trate\tchanges\ton\tcash\tand\tcash\tequivalents | 5 | 1 | (5) |
| (Decrease)\tincrease\tin\tcash\tand\tcash\tequivalents | $(750) | $(362) | $4,704 |

Operating	activities.	Cash	provided	by	operating	activities	for	fiscal	2010	primarily	reflects	net	income	including	non-controlling	interest	of	$3.0 billion	and	adjustments	for	non-cash	items	of	$2.1	billion,	offset	by	payments	for	volume	and	support	incentives	and	litigation	settlements,	primarily including	$682	million	prepayment	of	our	Retailers'	litigation	obligation,	as	further	discussed	below.	Total	cash	provided	by	operating	activities	was	higher during	fiscal	2010	compared	to	the	prior	year,	primarily	reflecting	higher	year-to-date	net	income	and	lower	litigation	settlement	payments.	We	believe that	cash	flow	generated	from	operating	activities	will	sufficiently	meet	our	ongoing	operational	needs.

Cash	provided	by	operating	activities	for	fiscal	2009	consisted	of	net	income	including	non-controlling	interest	of	$2.4	billion	and	adjustments	for non-cash	items	of	$1.5	billion.	Standard	non-cash	adjustments	for	volume	and	support	incentive	accruals	and	depreciation	and	amortization	were	offset by	a	$473	million	pre-tax	gain	on	the	sale	of	our	investment	in	VisaNet	do	Brasil,	which	is	reflected	in	investing	activities.	Cash	from	operating	activities also	reflects	the	use	of	$3.3	billion	to	fund	significant	operational	payments,	including	litigation	and	volume	and	support	incentives.

Cash	provided	by	operating	activities	for	fiscal	2008	consisted	of	net	income	including	non-controlling	interest	of	$804	million	and	adjustments	for non-cash	items	of	$3.1	billion.	Cash	provided	by	operating	activities	was	lower	than	income	provided	by	operations,	reflecting	the	use	of	cash	to	satisfy litigation	settlement	payments	and	volume	and	support	incentive	payments	net	of	new	accruals.

Investing	activities.	Cash	used	in	investing	activities	during	fiscal	2010	primarily	reflects	the	acquisition	of	CyberSource	in	July	2010	for	$1.8	billion, net	of	cash	received.	The	use	of	cash	in	investing	activities	was	partially	offset	by	net	cash	proceeds	of	$56	million	from	sales	and	maturities	of investment	securities	compared	to	$290	million	in	the	prior	year,	both	of	which	were	reinvested	in	money	market	funds.	We	also	received	$89	million	in cash	distributions	from	the	Reserve	Primary	Fund,	or	the	Fund,	in	the	current	year	compared	to	$884	million	of	distributions	in	the	prior	year	as	the	Fund liquidated.

Cash	provided	by	investing	activities	for	fiscal	2009	primarily	reflects	the	$884	million	of	cash	distribution	from	the	Fund,	net	cash	proceeds	of	$290 million	from	the	sales	and	maturities	of	investment	securities	and	$1.0	billion	from	the	sale	of	our	10%	ownership	in	VisaNet	do	Brasil,	all	of	which	were reinvested	in	money	market	funds.	We	also	purchased	$306	million	of	property,	equipment	and	technology	primarily	related	to	construction	of	our	east coast	data	center.

Cash	provided	by	investing	activities	for	fiscal	2008	reflects	$1.0	billion	of	cash	acquired	through	the	reorganization,	$949	million	of	net	cash proceeds	from	the	sales	and	maturities	of	investment	securities	that	were	re-invested	in	shorter-term	cash	equivalents	and	$415	million	of	property,

equipment	and	technology	purchases	primarily	related	to	construction	of	our	data	center.	In	addition,	we	reclassified	our	$953	million	investment	in	the Fund	from	cash	equivalents	to	other	current	assets	on	our	consolidated	balance	sheet.	See	further	discussion	under	Sources	of	Liquidity,	below,	and Note	7—Prepaid	Expenses	and	Other	Assets	to	our	consolidated	financial	statements.

Financing	activities.	Cash	used	in	financing	activities	during	fiscal	2010	primarily	reflects	$1	billion	in	repurchases	of	class	A	common	stock	in	the open	market,	funding	of	$500	million	to	the	litigation	escrow	account	and	$368	million	of	dividend	payments.

Cash	used	in	financing	activities	during	fiscal	2009	primarily	reflects	contractually-required	redemption	of	certain	of	our	series	class	C	common shares	for	$2.6	billion,	funding	of	$1.8	billion	to	the	litigation	escrow	account	and	dividend	payments	of	$318	million,	offset	by	covered	litigation	payments totaling	$2.0	billion	from	the	litigation	escrow	account.

Cash	provided	by	financing	activities	for	fiscal	2008	is	attributable	to	IPO-related	activities	including	$19.1	billion	in	net	proceeds	from	the	issuance of	class	A	common	stock,	offset	by	$13.4	billion	used	for	the	partial	redemption	of	class	B	and	class	C	common	stock,	and	$3.0	billion	payment	to	the litigation	escrow	account	for	the	covered	litigation	matters	in	accordance	with	the	retrospective	responsibility	plan.	See	Note	4—Retrospective Responsibility	Plan	to	our	consolidated	financial	statements.	In	addition,	there	was	a	source	of	cash	of	$1.1	billion,	reflecting	covered	litigation	payments from	the	litigation	escrow	account,	offset	by	$93	million	and	$22	million	for	dividend	and	routine	debt	payments,	respectively.

# Sources	of	Liquidity

Our	primary	sources	of	liquidity	are	cash	on	hand,	cash	flow	from	our	operations,	an	investment	portfolio,	and	access	to	various	equity	and borrowing	arrangements.	Funds	from	operations	are	maintained	in	cash	and	cash	equivalents,	short-term	available-for-sale	investment	securities,	or long-term	available-for-sale	investment	securities	based	upon	our	funding	requirements,	access	to	liquidity	from	these	holdings,	and	return	that	these holdings	provide.

Investment	portfolio.	Our	investment	portfolio	is	primarily	comprised	of	securities	which	enable	us	to	meet	our	working	capital	needs.	Our investment	portfolio	primarily	consists	of	liquid	securities,	including	money	market	funds	and	debt	securities	issued	by	U.S.	government-sponsored agencies.	The	liquidity	of	our	investment	portfolio	is	subject	to	uncertainties	that	are	difficult	to	predict.

Other	factors	that	may	impact	the	liquidity	of	our	investment	portfolio	include	changes	to	credit	ratings	of	the	securities	as	well	as	to	the	underlying assets	supporting	those	securities,	rates	of	default	of	the	underlying	assets,	underlying	collateral	value,	discount	rates,	and	ongoing	strength	and	quality of	credit	markets.	We	will	continue	to	review	our	portfolio	in	light	of	evolving	market	and	economic	conditions.	However,	if	current	market	conditions deteriorate,	the	liquidity	of	our	investment	portfolio	may	be	impacted	and	we	could	determine	that	some	of	our	investments	are	impaired,	which	could adversely	impact	our	financial	results.	We	have	policies	that	limit	the	amount	of	credit	exposure	to	any	one	financial	institution	or	type	of	investment.

Revolving	credit	facilities.	On	February	15,	2008,	we	entered	into	a	$3.0	billion	five-year	revolving	credit	facility	with	a	syndicate	of	banks	including affiliates	of	certain	holders	of	shares	of	our	class	B	and	class	C	common	stock	and	certain	of	our	clients	and	affiliates	of	our	clients.	Loans	under	the	five- year	facility	may	be	in	the	form	of:	(1)	Base	Rate	Advance,	which	will	bear	interest	at	a	rate	equal	to	the	higher	of	the	Federal	Funds	Rate	plus	0.5%	and the	Bank	of	America	prime	rate;	(2)	Eurocurrency	Advance,	which	will	bear	interest	at	a	rate	equal	to	LIBOR	(as	adjusted	for	applicable	reserve requirements)	plus	an	applicable	cost	adjustment	and	an	applicable	margin	of	0.11%	to	0.30%	based

on	our	credit	rating;	or	(3)	U.S.	Swing	Loan,	Euro	Swing	Loan,	or	Foreign	Currency	Swing	Loan,	which	will	bear	interest	at	the	rate	equal	to	the	applicable Swing	Loan	rate	for	that	currency	plus	the	same	applicable	margin	plus	additionally	for	Euro	and	Sterling	loans,	an	applicable	reserve	requirement	and cost	adjustment.	We	also	agreed	to	pay	a	facility	fee	on	the	aggregate	commitment	amount,	whether	used	or	unused,	at	a	rate	ranging	from	0.04%	to 0.10%	and	a	utilization	fee	on	loans	at	a	rate	ranging	from	0.05%	to	0.10%	based	on	our	credit	rating.	Currently,	the	applicable	margin	is	0.15%,	the facility	fee	is	0.05%	and	the	utilization	fee	is	0.05%.	This	facility	contains	certain	covenants,	including	financial	covenant	requirements	relating	to	a maximum	level	of	debt	to	EBITDA	and	events	of	default	customary	for	financings	of	this	type.	This	facility	expires	on	February	15,	2013.	There	were	no borrowings	under	this	facility	and	we	were	in	compliance	with	all	covenants	during	and	at	the	end	of	fiscal	2010.

U.S.	commercial	paper	programs.	We	maintain	a	$500	million	U.S.	commercial	paper	program,	which	provides	for	the	issuance	of	unsecured	debt with	maturities	up	to	270	days	from	the	date	of	issuance	at	interest	rates	generally	extended	to	companies	with	comparable	credit	ratings.	The commercial	paper	program	is	a	source	of	short-term	borrowed	funds	that	may	be	used	from	time	to	time	to	cover	short-term	cash	needs.	We	had	no obligations	outstanding	under	this	program	during	and	at	the	end	of	fiscal	2010.	There	are	no	financial	covenants	related	to	this	program.

Universal	shelf	registration	statement.	On	May	6,	2009,	we	filed	a	registration	statement	with	the	U.S.	Securities	and	Exchange	Commission	using a	shelf	registration	process.	As	permitted	by	the	registration	statement,	we	may,	from	time	to	time,	sell	shares	of	debt	or	equity	securities	in	one	or	more transactions.	The	registration	statement	expires	on	May	5,	2012.

Escrow	account.	We	maintain	an	escrow	account	for	use	in	the	payment	of	covered	litigation	matters.	When	the	Company	funds	the	escrow account,	the	shares	of	class	B	common	stock	held	by	our	stockholders	are	subject	to	dilution	through	an	adjustment	to	the	conversion	rate	of	the	shares of	class	B	common	stock	to	shares	of	class	A	common	stock.	See	Note	4—Retrospective	Responsibility	Plan	to	our	consolidated	financial	statements. The	balance	in	this	account	at	September	30,	2010	was	$1.9	billion	and	is	reflected	as	restricted	cash	on	our	consolidated	balance	sheet.	In	October 2010,	after	the	end	of	our	2010	fiscal	year,	we	deposited	an	additional	$800	million	into	the	escrow	account.	As	these	funds	are	restricted	for	use	solely for	the	purpose	of	making	payments	related	to	covered	litigation	matters,	we	have	not	included	them	as	part	of	our	liquid	assets.	However,	they	should	be viewed	as	a	source	of	cash	for	purposes	of	making	payments	related	to	settlement	of	or	judgment	in	covered	litigation	matters,	as	described	below	under Uses	of	Liquidity.

# Credit	Ratings

At	September	30,	2010,	Standard	and	Poor's	and	Moody's	rated	our	unsecured	debt	as	follows:

|  | Standard	and	Poor's | Standard	and	Poor's | Moody's | Moody's |
| :--- | :--- | :--- | :--- | :--- |
| Debt\ttype | Rating | Outlook | Rating | Outlook |
| Long-term\tunsecured\tdebt |  |  |  |  |
| Local | A+ | Stable | A1 | \tStable |
| Foreign | A+ | Stable | A1 | \tStable |
| Short-term\tunsecured\tdebt | A-1 | Stable | P-1 | \tStable |

Various	factors	affect	our	credit	ratings,	including	changes	in	our	operating	performance,	the	economic	environment,	conditions	in	the	electronic payment	industry,	our	financial	position	and	changes	in	our	business	strategy.	We	do	not	currently	foresee	any	reasonable	circumstances	under	which our	credit	ratings	would	be	significantly	downgraded.	If	a	downgrade	were	to	occur,	it	could	adversely	impact,	among	other	things,	our	future	borrowing costs	and	access	to	capital	markets.

# Uses	of	Liquidity

Payments	settlement.	Payments	settlement	due	from	and	due	to	issuing	and	acquiring	clients	represents	our	most	consistent	liquidity	requirement, arising	primarily	from	settlement	currencies	other	than	the	U.S.	dollar.	U.S.	dollar	settlements	are	settled	within	the	same	day	and	do	not	result	in	a	net receivable	or	payable	balance.	These	settlement	receivables	and	payables	generally	remain	outstanding	for	one	to	two	business	days,	consistent	with standard	market	conventions	for	domestic	transactions	and	foreign	currency	transactions.	We	maintain	a	liquidity	position	sufficient	to	enable uninterrupted	daily	net	settlement.	Typically,	the	highest	seasonal	liquidity	demand	is	experienced	in	December	and	early	January	during	the	holiday shopping	season.

Covered	litigation.	We	are	parties	to	legal	and	regulatory	proceedings	with	respect	to	a	variety	of	matters,	including	certain	litigation	that	we	refer	to as	covered	litigation.	As	noted	above,	settlements	of,	or	judgments	in,	covered	litigation	are	paid	from	the	escrow	account.	See	Note	4—Retrospective Responsibility	Plan	and	Note	22—Legal	Matters	to	our	consolidated	financial	statements ,	as	well	as	Sources	of	Liquidity.	In	fiscal	2010,	we	made	$280 million	in	covered	litigation	payments	that	were	funded	from	the	escrow	account.

Other	litigation.	Judgments	in	and	settlements	of	litigation,	other	than	covered	litigation,	could	give	rise	to	future	liquidity	needs.	For	example,	in connection	with	our	Retailers'	litigation	settlement	in	fiscal	2003,	we	were	required	to	make	annual	settlement	payments	of	$200	million	through	fiscal 2012.	In	fiscal	2009,	we	entered	into	an	agreement	to	prepay	our	remaining	payment	obligations	under	the	original	Retailers'	litigation	settlement agreement.	We	made	a	payment	of	$682	million	to	fully	satisfy	the	remaining	$800	million	obligation	in	October	2009.

Share	repurchase	plan.	During	fiscal	2010,	we	used	$1.0	billion	to	repurchase	approximately	12.9	million	shares	of	our	class	A	common	stock under	the	share	repurchase	plan	authorized	in	October	2009.	In	October	2010,	after	the	end	of	our	2010	fiscal	year,	our	board	of	directors	authorized	a second	$1.0	billion	share	repurchase	plan	to	be	in	place	through	September	30,	2011,	subject	to	extension	or	expansion	at	the	determination	of	our board	of	directors.	Repurchased	shares	have	been	retired	and	constitute	authorized	but	unissued	shares.

Dividends.	During	fiscal	2010,	we	paid	$368	million	in	dividends.	On	October	20,	2010,	our	board	of	directors	declared	a	quarterly	dividend	in	the aggregate	amount	of	$0.15	per	share	of	class	A	common	stock	(determined	in	the	case	of	class	B	and	class	C	common	stock	on	an	as-converted	basis). We	expect	to	pay	approximately	$107	million	in	connection	with	this	dividend	in	December	2010.	See	Note	16—Stockholders'	Equity	to	our	consolidated financial	statements.	We	anticipate	continuing	to	pay	quarterly	dividends	in	cash,	subject	to	approval	by	our	board	of	directors.	Class	B	and	class	C common	stock	will	share	ratably	on	an	as-converted	basis	in	such	future	dividends.

Visa	Europe	put	option.	We	have	granted	Visa	Europe	a	perpetual	put	option	which,	if	exercised,	will	require	us	to	purchase	all	of	the	outstanding shares	of	capital	stock	of	Visa	Europe	from	its	members.	Visa	Europe	may	exercise	the	put	option	at	any	time.	The	put	option	provides	a	formula	for determining	the	purchase	price	of	the	Visa	Europe	shares,	which	subject	to	certain	adjustments,	applies	Visa	Inc.'s	forward	price-to-earnings	multiple,	or the	P/E	ratio	(as	defined	in	the	option	agreement)	at	the	time	the	option	is	exercised	to	Visa	Europe's	adjusted	sustainable	income	for	the	forward	12- month	period,	or	the	adjusted	sustainable	income.	The	calculation	of	Visa	Europe's	adjusted	sustainable	income	under	the	terms	of	the	put	option agreement	includes	potentially	material	adjustments	for	cost	synergies	and	other	negotiated	items.	Upon	exercise,	the	key	inputs	to	this	formula, including	Visa	Europe's	adjusted	sustainable	income,	will	be	the	result	of	negotiation	between	us	and	Visa	Europe.	The	put	option	provides	an	arbitration mechanism	in	the	event	that	the	two	parties	are	unable	to	agree	on	the	ultimate	purchase	price.

At	September	30,	2010,	we	determined	the	fair	value	of	the	put	option	liability	to	be	approximately	$267	million.	While	this	amount	represents	the fair	value	of	the	put	option	at	September	30,	2010,	it	does	not	represent	the	actual	purchase	price	that	we	may	be	required	to	pay	if	the	option	is exercised.	The	purchase	price	we	could	be	obligated	to	pay	285	days	after	exercise	will	represent	a	substantial	financial	obligation,	which	could	be several	billion	dollars	or	more.	We	may	need	to	obtain	third-party	financing,	either	by	borrowing	funds	or	undertaking	a	subsequent	equity	offering	in	order to	fund	this	payment.	The	amount	of	that	potential	obligation	could	vary	dramatically	based	on,	among	other	things,	Visa	Europe's	adjusted	sustainable income	and	our	P/E	ratio,	in	each	case,	as	negotiated	at	the	time	the	put	option	is	exercised.

Given	the	perpetual	nature	of	the	put	option	and	the	various	economic	conditions	which	could	be	present	at	the	time	of	exercise,	our	ultimate obligation	in	the	event	of	exercise	cannot	be	reliably	estimated.	The	following	table	calculates	our	total	obligation	assuming,	for	illustrative	purposes	only, a	range	of	P/E	ratios	for	Visa	Inc.	and	assuming	that	Visa	Europe	demonstrates	$75	million	of	adjusted	sustainable	income	at	the	date	of	exercise.	The $75	million	of	assumed	adjusted	sustainable	income	provided	below,	for	illustrative	purposes	only,	is	based	on	Visa	Europe's	forecasted	financial	results for	the	year	ended	September	30,	2010.	However,	this	does	not	represent	an	estimate	of	the	amount	of	adjusted	sustainable	income	Visa	Europe	would have	been	able	to	demonstrate	at	September	30,	2010	or	will	be	able	to	demonstrate	at	any	point	in	time	in	the	future.	Should	Visa	Europe	elect	to exercise	its	option,	we	believe	it	is	likely	that	it	will	implement	changes	in	its	business	operations	to	move	to	a	for-profit	model	in	order	to	maximize adjusted	sustainable	income	and,	as	a	result,	to	increase	the	purchase	price.	The	table	also	provides	the	amount	of	increase	or	decrease	in	the	payout, assuming	the	same	range	of	estimated	P/E	ratios,	for	each	$25	million	of	adjusted	sustainable	income	above	or	below	the	assumed	$75	million demonstrated	at	the	time	of	exercise.	At	September	30,	2010,	our	estimated	long-term	P/E	ratio	was	18.8	and	the	long-term	P/E	differential,	the difference	between	this	ratio	and	the	estimated	ratio	applicable	to	Visa	Europe,	was	3.5.	At	September	30,	2010,	the	spot	P/E	ratio	was	15.7	and	the spot	P/E	differential,	the	difference	between	this	ratio	and	the	estimated	spot	ratio	applicable	to	Visa	Europe,	was	1.6.	These	ratios	are	for	reference purposes	only	and	are	not	necessarily	indicative	of	the	ratio	or	differential	that	could	be	applicable	if	the	put	option	were	exercised	at	any	point	in	the future.

Given	the	large	range	of	different	economic	environments	and	circumstances	under	which	Visa	Europe	could	decide	to	exercise	its	option,	the ultimate	purchase	price	could	be	several	billion	dollars	or	more.

Pension	and	other	postretirement	benefits.	 We	sponsor	various	qualified	and	nonqualified	defined	benefit	pension	plans	which	generally	provide benefits	based	on	years	of	service,	age	and	eligible	compensation.	Employees	hired	before	January	1,	2008,	earn	benefits	based	on	their	pay	during	their last	five	years	of	employment.	Employees	hired	or	rehired	on	or	after	January	1,	2008	earn	benefits	based	on	a	cash	balance	formula.	Effective	January 1,	2011,	all	employees	will	accrue	benefits	under	the	cash	balance	formula	and	will	cease	to	accrue	benefits	under	any	other	formula.	We	also	sponsor	a postretirement	benefit	plan	which	provides	postretirement	medical	benefits	for	retirees	and	dependents	upon	meeting	minimum	age	and	service requirements.	Our	policy	with	respect	to	our	qualified	pension	plan	is	to	contribute	annually	not	less	than	the	minimum	required	under	the	Employee Retirement	Income	Security	Act,	or	ERISA.	Our	nonqualified	pension	and	other	postretirement	benefit	plans	are

funded	on	a	current	basis.	We	typically	fund	our	qualified	pension	plan	in	September	of	each	year.	Funding	does	not	impact	current	period	pension expense	but	has	the	positive	impact	of	reducing	future	period	expense	for	the	plan.	In	fiscal	2010,	2009	and	2008,	we	made	contributions	to	our	pension and	other	postretirement	plans	of	$66	million,	$170	million	and	$190	million,	respectively.	In	fiscal	2011,	we	anticipate	to	fund	our	defined	benefit	pension plans	and	postretirement	plan	by	approximately	$60	million.	The	actual	contribution	amount	will	vary	depending	upon	the	funded	status	of	the	pension plan,	movements	in	the	discount	rate,	performance	of	the	plan	assets,	and	related	tax	consequences.

Capital	expenditures.	Our	capital	expenditures	decreased	during	fiscal	2010	reflecting	the	completion	of	our	new	east	coast	data	center	in	fiscal 2009.	The	new	data	center	supports	our	technology	objectives	related	to	reliability,	scalability,	security	and	new	product	development.	We	expect	capital expenditures	to	be	approximately	$250	million	to	$275	million	in	fiscal	2011,	as	we	continue	to	make	ongoing	investments	in	technology	and	our	payments system	infrastructure.

Acquisition	of	CyberSource.	On	July	21,	2010,	we	completed	our	acquisition	of	CyberSource	Corporation	for	approximately	$2.0	billion	in	cash,	or $1.8	billion	net	of	cash	received.	The	combination	is	expected	to	accelerate	the	growth	of	our	eCommerce	category	and	enhance	the	value	of	our network,	product	and	service	offerings	to	financial	institutions,	merchants,	partners	and	consumers.	See	Note	6—CyberSource	Acquisition	to	our consolidated	financial	statements.

Other	uses.	In	addition	to	the	principal	uses	of	liquidity	described	above,	we	are	also	required	to	make	interest	and	principal	payments	under	our outstanding	indebtedness.	Our	total	outstanding	principal	balance	of	debt	at	September	30,	2010,	net	of	unamortized	issuance	costs,	was	$44	million.

# Fair	Value	Measurements—Financial	Instruments

The	assessment	of	fair	value	of	our	financial	instruments	is	based	on	a	fair	value	hierarchy	that	requires	an	entity	to	maximize	the	use	of observable	inputs	and	minimize	the	use	of	unobservable	inputs	when	measuring	fair	value.	Observable	inputs	are	obtained	from	independent	sources and	can	be	validated	by	a	third	party,	whereas	unobservable	inputs	reflect	assumptions	regarding	what	a	third	party	would	use	in	pricing	an	asset	or liability.	As	of	September	30,	2010,	our	financial	instruments	measured	at	fair	value	on	a	recurring	basis	included	approximately	$5.7	billion	of	assets,	of which	$13	million,	or	less	than	1%,	had	significant	unobservable	inputs.	For	these	instruments,	we	lacked	observable	market	data	to	corroborate	either the	non-binding	market	consensus	prices	or	the	non-binding	broker	quotes.	At	September,	30,	2010,	debt	instruments	in	this	category	included	auction rate	securities.	See	Note	5—Investments	and	Fair	Value	Measurements	to	our	consolidated	financial	statements.

# Off-Balance	Sheet	Arrangements

Our	off-balance	sheet	arrangements	primarily	comprise	guarantees.	Visa	has	no	off-balance	sheet	debt,	other	than	lease	and	purchase	order commitments	as	discussed	below	and	reflected	in	our	contractual	obligations	table.

# Guarantees	and	Indemnifications

In	2001,	Visa	International	entered	into	a	20-year	lease	agreement	for	premises	in	London	to	be	occupied	by	Visa	Europe	and	what	is	now	the headquarters	for	our	Central	and	Eastern	Europe,	Middle	East	and	Africa	operations.	The	lease	is	assigned	to	Visa	Europe	Services,	Inc.,	or	VESI,	a wholly-owned	subsidiary	of	Visa	Europe,	with	Visa	International	acting	as	a	guarantor	to	the	landlord	as	required	by	the	laws	of	the	United	Kingdom.	In the	event	of	a	default	by	VESI,	Visa	International	is	obligated	to	make	base	lease	payments.	VESI	has	agreed	to	reimburse	Visa	International	for	any liabilities	that	may	arise	under	Visa	International's	guarantee	to	the	landlord.	Visa	International	has	not	made	any	payments	under	this	guarantee	and	the estimated	fair	value	of	this	guarantee	was	less	than	$1	million	at	September	30,	2010.

We	indemnify	clients	for	settlement	losses	suffered	by	reason	of	the	failure	of	any	other	customer	to	honor	Visa	cards,	traveler's	cheques,	or	other instruments	processed	in	accordance	with	our	operating	regulations.	The	amount	of	the	indemnification	is	unlimited.	We	maintain	global	credit	settlement risk	policies	and	procedures	to	manage	settlement	risk	which	may	require	clients	to	post	collateral	if	certain	credit	standards	are	not	met.	See	Note	1— Summary	of	Significant	Accounting	Policies	and	Note	13—Settlement	Guarantee	Management	to	our	consolidated	financial	statements.

In	the	ordinary	course	of	business,	we	enter	into	contractual	arrangements	with	financial	institutions	and	other	clients	under	which	we	may	agree	to indemnify	the	client	for	certain	types	of	losses	incurred	relating	to	the	services	we	provide	or	otherwise	relating	to	our	performance	under	the	applicable agreement.	See	Note	19—Commitments	and	Contingencies	to	our	consolidated	financial	statements.

# Contractual	Obligations

Our	contractual	commitments	will	have	an	impact	on	our	future	liquidity.	The	contractual	obligations	identified	in	the	table	below	include	both	on- and	off-balance	sheet	transactions	that	represent	a	material	expected	or	contractually	committed	future	obligation	at	September	30,	2010.	We	believe that	we	will	be	able	to	fund	these	obligations	through	cash	generated	from	our	operations	and	available	credit	facilities.	See	Note	3—Visa	Europe,	Note 11—Debt,	Note	12—Pension,	Postretirement	and	Other	Benefits,	Note	19—Commitments	and	Contingencies,	and	Note	22—Legal	Matters	to	our consolidated	financial	statements.

|  |  |  | Payments	Due	by	Period |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | Less\tthan | 1-3 | 3-5 | More\tthan |  |
|  | 1\tYear | Years | Years | 5\tYears | Total |
|  |  |  | (in\tmillions) |  |  |
| Purchase\torders^(1) | $725 | $102 | $60 | $— | $887 |
| Leases^(2) | 70 | 90 | 24 | 12 | 196 |
| Volume\tand\tsupport\tincentives^(3) | 1,788 | \t 2,666 | \t 1,450 | 519 | \t 6,423 |
| Marketing\tand\tsponsorships^(4) | 110 | 202 | 168 | 105 | 585 |
| Litigation\tsettlement\tpayments | 352 | 70 | — | — | 422 |
| Debt | 15 | 24 | 12 | — | 51 |
| Other^(5) | 107 | — | — | — | 107 |
| Total^(6,\t7,\t8) | $3,167 | $3,154 | $1,714 | $636 | $8,671 |

Represents	agreements	to	purchase	goods	and	services	that	are	enforceable	and	legally	binding	and	that	specify	significant	terms,	including:	fixed or	minimum	quantities	to	be	purchased	and	fixed,	minimum	or	variable	price	provisions,	and	the	approximate	timing	of	the	transaction.

Includes	both	operating	and	capital	leases.	Visa	leases	certain	premises,	equipment	and	software	licenses	under	leases	with	varying	expiration dates.

Represents	future	cash	payments	for	volume	and	support	incentive	agreements	with	financial	institutions	and	merchants	under	various	programs designed	to	build	sales	volume	and	increase	payment	product	acceptance.	These	agreements,	which	range	in	term	from	one	to	thirteen	years, provide	card	issuance,	marketing	and	program	support	based	on	specific	performance	requirements.	Payments	under	these	agreements	will	be offset	by	revenues	earned	from	higher	corresponding	payments	and	transaction	volumes.	These	payment	amounts	are	estimates	and	will	change based	on	customer	performance,	execution	of	new	contracts,	or	amendments	to	existing	contracts.	Related	amounts	disclosed	in	Note	19— Commitments	and	Contingencies	to	our	consolidated	financial	statements	represent	the	associated	expected	future	reduction	of	revenues	related to	these	agreements.

Visa	is	a	party	to	contractual	sponsorship	agreements	ranging	from	approximately	three	years	to	sixteen	years.	These	contracts	are	designed	to help	us	increase	Visa-branded	cards	and	volumes.	Over	the	life	of	these	contracts,	Visa	is	required	to	make	payments	in	exchange	for	certain

advertising	and	promotional	rights.	In	connection	with	these	contractual	commitments,	Visa	has	an	obligation	to	spend	certain	minimum	amounts for	advertising	and	marketing	promotion	over	the	contract	terms.	For	obligations	where	the	individual	years	of	spend	are	not	specified	in	the contract,	we	have	estimated	the	timing	of	when	these	amounts	will	be	spent.

Includes	dividend	amount	of	$107	million	as	dividends	were	declared	on	October	20,	2010	and	will	be	paid	on	December	7,	2010	to	all	holders	of record	of	Visa's	common	stock	as	of	November	19,	2010.

We	have	liabilities	for	uncertain	tax	positions	of	$443	million,	net	of	offsetting	tax	benefits	associated	with	the	corresponding	effects	of	state	and foreign	income	taxes.	At	September	30,	2010,	we	also	accrued	$58	million	of	interest	and	$10	million	of	penalties	associated	with	our	uncertain	tax positions.	We	cannot	determine	the	range	of	cash	payments	that	will	be	made	and	the	timing	of	the	cash	settlements	associated	with	our	uncertain tax	positions.	Therefore,	no	amounts	related	to	these	obligations	have	been	included	in	the	table.

Visa	granted	a	perpetual	put	option	to	Visa	Europe,	which	if	exercised,	will	require	us	to	purchase	all	of	the	outstanding	shares	of	capital	stock	of Visa	Europe	from	its	members.	Due	to	the	perpetual	nature	of	the	instrument	and	the	various	economic	conditions,	which	could	exist	when	the	put is	exercised,	the	ultimate	amount	and	timing	of	Visa's	obligation,	if	any,	cannot	be	reliably	estimated.	Therefore,	no	amounts	related	to	this obligation	have	been	included	in	the	table.	The	fair	value	of	the	Visa	Europe	put	option	itself	totaling	$267	million	at	September	30,	2010	has	also been	excluded	from	this	table	as	it	does	not	represent	the	amount	or	an	estimate	of	the	amount	of	Visa's	obligation	in	the	event	of	exercise.	See Liquidity	and	Critical	Accounting	Estimates	sections	of	this	Management's	Discussion	and	Analysis	and	Note	3—Visa	Europe	to	our	consolidated financial	statements.

We	evaluate	the	need	to	make	contributions	to	our	pension	plan	after	considering	the	funded	status	of	the	pension	plan,	movements	in	the	discount rate,	performance	of	the	plan	assets,	and	related	tax	consequences.	Expected	contributions	to	our	pension	plan	have	not	been	included	in	the table	as	such	amounts	are	dependent	upon	the	considerations	discussed	above,	and	may	result	in	a	wide	range	of	amounts.	See	Note	12— Pension,	Postretirement	and	Other	Benefits	to	our	consolidated	financial	statements .

# Critical	Accounting	Estimates

Our	consolidated	financial	statements	are	prepared	in	accordance	with	accounting	principles	generally	accepted	in	the	United	States	of	America which	requires	us	to	make	judgments,	assumptions	and	estimates	that	affect	the	amounts	reported.	See	Note	1—Summary	of	Significant	Accounting Policies	to	our	consolidated	financial	statements.	We	have	established	policies	and	control	procedures	which	seek	to	ensure	that	estimates	and assumptions	are	appropriately	governed	and	applied	consistently	from	period	to	period.	However,	actual	results	could	differ	from	our	assumptions	and estimates,	and	such	differences	could	be	material.

We	believe	that	the	following	accounting	estimates	are	the	most	critical	to	fully	understand	and	evaluate	our	reported	financial	results,	as	they require	our	most	subjective	or	complex	management	judgments,	resulting	from	the	need	to	make	estimates	about	the	effect	of	matters	that	are	inherently uncertain	and	unpredictable.

# Revenue	Recognition—Volume	and	Support	Incentives

Critical	Estimates.	We	enter	into	incentive	agreements	with	clients,	merchants	and	other	business	partners	to	build	payments	volume	and	to increase	product	acceptance.	These	incentives	are	generally	accounted	for	as	reductions	of	operating	revenue	or	expense	where	an	identifiable	benefit can	be	identified.	Certain	volume	and	support	incentives	are	based	on	performance	targets	and	are	accrued	systematically	and	rationally	based	upon estimates	of	future	performance.	Other	incentives	are	based

on	fixed	payments	and	are	generally	deferred,	if	certain	criteria	are	met.	The	deferability	criteria	include	the	existence	of	future	benefits	to	Visa,	the existence	of	legally	enforceable	recoverability	clauses,	management's	ability	and	intent	to	enforce	the	recoverability	clauses	and	the	ability	to	generate future	earnings	from	the	agreement	in	excess	of	the	deferred	amounts.	Capitalized	amounts	are	amortized	over	the	period	of	contractual	recoverability.

Assumptions	and	Judgment.	Estimation	of	volume	and	support	incentives	relies	on	forecasts	of	payments	volume,	estimates	of	card	issuance	and card	conversion.	Performance	is	estimated	using	customer	reported	information,	transactional	information	accumulated	from	our	systems,	historical information	and	discussions	with	our	clients.

Impact	if	Actual	Results	Differ	from	Assumptions.	If	our	clients'	actual	performance	or	recoverable	cash	flows	are	not	consistent	with	our	estimates, volume	and	support	incentives	may	be	materially	different	than	initially	recorded.	Increases	in	incentive	payments	are	generally	driven	by	increased payment	and	transaction	volume.	As	a	result,	in	the	event	incentive	payments	exceed	estimates,	such	payments	are	not	expected	to	have	a	material effect	on	our	financial	condition,	results	of	operations	or	cash	flows.	The	cumulative	impact	of	a	revision	in	estimates	is	recorded	in	the	period	such revisions	become	probable	and	estimable.	For	the	year	ended	September	30,	2010,	performance	adjustments	to	volume	and	support	agreements	were less	than	1%	of	our	total	operating	revenues.

# Fair	Value—Visa	Europe	Put	Option

Critical	Estimates.	We	have	granted	Visa	Europe	a	perpetual	put	option	under	which,	if	exercised,	we	are	required	to	purchase	all	of	the	share capital	of	Visa	Europe	from	its	members	at	any	time.	The	put	option	provides	a	formula	for	determining	the	purchase	price	of	the	Visa	Europe	shares, which,	subject	to	certain	adjustments,	applies	Visa	Inc.'s	forward	price-to-earnings	multiple,	as	defined	in	the	agreement,	at	the	time	the	option	is exercised	to	Visa	Europe's	adjusted	sustainable	income	for	the	forward	12-month	period,	or	the	adjusted	sustainable	income.	The	calculation	of	Visa Europe's	adjusted	sustainable	income	under	the	terms	of	the	put	option	agreement	includes	potentially	material	adjustments	for	cost	synergies	and	other negotiated	items.

Upon	exercise,	the	key	inputs	to	this	formula,	including	Visa	Europe's	adjusted	sustainable	income,	will	be	the	result	of	negotiation	between	the Company	and	Visa	Europe.	The	put	option	provides	an	arbitration	mechanism	in	the	event	that	the	two	parties	are	unable	to	agree	on	the	ultimate purchase	price.	See	Note	3—Visa	Europe	to	our	consolidated	financial	statements	for	further	detail	regarding	the	calculation	of	the	put	exercise	price under	the	agreement.

The	fair	value	of	Visa	Europe's	option	was	estimated	to	be	approximately	$267	million	at	September	30,	2010.	While	the	put	option	is	in	fact	non- transferable,	this	amount,	recorded	in	our	financial	statements	represents	our	estimate	of	the	amount	we	would	be	required	to	pay	a	third	party	market participant	to	transfer	the	put	option	in	an	orderly	transaction	at	the	measurement	date.	The	fair	value	of	the	put	option	is	computed	by	comparing	the estimated	strike	price,	under	the	terms	of	the	Put	agreement,	to	the	estimated	fair	value	of	Visa	Europe.	The	fair	value	of	Visa	Europe	is	defined	as	the estimated	amount	a	third	party	market	participant	might	pay	in	an	arm's	length	transaction	under	normal	business	conditions.	A	probability	of	exercise assumption	is	applied	to	reflect	the	possibility	that	Visa	Europe	will	never	exercise	its	option.

While	this	amount	represents	the	fair	value	of	the	put	option	at	September	30,	2010,	it	does	not	represent	the	actual	purchase	price	that	we	may	be required	to	pay	if	the	option	is	exercised,	which	could	be	several	billion	dollars	or	more.	See	the	Liquidity	and	Capital	Resources	section	of Management's	Discussion	and	Analysis	for	further	discussion.

Assumptions	and	Judgment.	The	most	significant	estimates	used	in	the	valuation	of	the	fair	value	of	the	put	option	are	the	assumed	probability	that Visa	Europe	will	elect	to	exercise	its	option	and	the	estimated	differential	between	the	forward	price-to-earnings	multiple	applicable	to	our	common	stock, as	defined	in	the	put	option	agreement,	and	that	applicable	to	Visa	Europe	on	a	standalone	basis	at	the	time	of	exercise,	which	we	refer	to	as	the	P/E differential.

Probability	of	Exercise—Exercise	of	the	put	option	is	at	the	sole	discretion	of	Visa	Europe	(on	behalf	of	the	Visa	Europe	shareholders	pursuant	to authority	granted	to	Visa	Europe,	under	its	articles	of	association).	We	estimate	the	assumed	probability	of	exercise	based	on	reasonably	available information	including,	but	not	limited	to:	(i)	Visa	Europe's	stated	intentions;	(ii)	indications	that	Visa	Europe	is	preparing	to	exercise	as	reflected	in	its reported	financial	results;	(iii)	evaluation	of	market	conditions,	including	the	regulatory	environment,	that	could	impact	the	potential	future	profitability	of Visa	Europe;	and	(iv)	qualitative	factors	applicable	to	Visa	Europe's	largest	members,	which	could	indicate	a	change	in	their	need	or	desire	to	liquidate their	investment	holdings.

P/E	Differential—The	P/E	differential	is	determined	by	estimating	the	relative	difference	in	the	forward	price-to-earnings	multiples	applicable	to	our common	stock,	as	defined	in	the	put	option	agreement,	and	that	applicable	to	Visa	Europe	at	the	time	of	exercise.	For	valuation	purposes,	the	forward price-to-earnings	multiple	applicable	to	our	common	stock	at	the	time	of	exercise	is	estimated	by	evaluating	various	quantitative	measures	and	qualitative factors.	Quantitatively,	we	estimate	our	P/E	ratio	by	dividing	the	average	stock	price	over	the	preceding	24	months	(the	"long-term	P/E	calculation")	and the	last	30	trading	dates	(the	"30-day	P/E	calculation")	prior	to	the	measurement	date	by	the	median	estimate	of	our	net	income	per	share	for	the	12 months	starting	with	the	next	calendar	quarter	immediately	following	the	reporting	date.	This	median	earnings	estimate	is	obtained	from	the	Institutional Brokers'	Estimate	System	(I/B/E/S).	We	then	determine	the	best	estimate	of	our	long-term	price-to-earnings	multiple	for	valuation	purposes	by qualitatively	evaluating	the	30-day	P/E	calculation	as	compared	to	the	long-term	P/E	calculation.	In	this	evaluation	we	examine	both	measures	to determine	whether	differences,	if	any,	are	the	result	of	a	fundamental	change	in	long-term	value	of	the	Company	or	the	result	of	short-term	market volatility	or	other	non-Company	specific	market	factors	that	may	not	be	indicative	of	our	long-term	forward	P/E.	We	believe,	given	the	perpetual	nature	of the	put	option,	that	a	market	participant	would	more	heavily	weight	long-term	value	indicators,	as	opposed	to	short-term	indicators.

Factors	that	might	indicate	a	fundamental	change	in	long-term	value	include,	but	are	not	limited	to,	changes	in	the	regulatory	environment,	client portfolio,	long-term	growth	rates	or	new	product	innovation.	A	consistent	methodology	is	applied	to	a	group	of	comparable	public	companies	used	to estimate	the	forward	price-to-earnings	multiple	applicable	to	Visa	Europe.	These	estimates	therefore	are	impacted	by	changes	in	stock	prices	and	the financial	market's	expectations	of	the	future	earnings	of	Visa	Inc.	and	the	comparable	companies.

Other	estimates	of	lesser	significance	applied	include	growth	rates	and	foreign	currency	exchange	rates	applied	in	the	calculation	of	Visa	Europe's adjusted	sustainable	income.	The	valuation	model	assumes	a	large	range	of	annual	growth	rates,	reflecting	the	different	economic	environments	and circumstances	under	which	Visa	Europe	could	decide	to	exercise.	The	lowest	growth	rates	assumed	reflect	Visa	Europe's	current	business	model	as	an association,	owned	by	its	member	banks,	while	the	highest	reflect	a	successful	shift	to	a	for-profit	model	in	anticipation	of	exercise.	The	scenarios	with higher	growth	rates	are	assigned	a	significantly	higher	probability	in	the	valuation	model,	as	we	believe	a	market	participant	would	more	heavily	weight these	scenarios	as	it	is	likely	that,	should	it	choose	to	exercise	its	option,	Visa	Europe	will	seek	to	maximize	the	purchase	price	by	adopting	a	for-profit business	model	in	advance	of	exercising	the	put	option.	The	foreign	exchange	rate	used	to	translate	Visa	Europe's	results	from	Euros	to	U.S.	dollars reflects	a	blend	of	forward	exchange	rates	observed	in	the	marketplace.	The	assumed	timing	of	exercise	of	the	put	option	used	in	the	various	modeled 60

scenarios	is	not	an	overly	significant	assumption	in	the	valuation,	as	obligations	calculated	in	later	years	are	more	heavily	discounted	in	the	calculation	of present	value.

Impact	if	Actual	Results	Differ	from	Assumptions.	In	the	determination	of	the	fair	value	of	the	put	option	at	September	30,	2010,	we	have	assumed a	40%	probability	of	exercise	by	Visa	Europe	at	some	point	in	the	future	and	a	P/E	differential,	at	the	time	of	exercise,	of	approximately	3.5x.	The	use	of	a probability	of	exercise	that	is	5%	higher	than	our	estimate	would	have	resulted	in	an	increase	of	approximately	$33	million	in	the	value	of	the	put	option. An	increase	of	1.0x	in	the	assumed	P/E	differential	would	have	resulted	in	an	increase	of	approximately	$81	million	in	the	value	of	the	put	option.	The	put option	is	exercisable	at	any	time	at	the	sole	discretion	of	Visa	Europe.	As	such,	the	put	option	liability	is	included	in	accrued	liabilities	on	our	consolidated balance	sheet	at	September	30,	2010.	Classification	in	current	liabilities	is	not	an	indication	of	management's	expectation	of	exercise	and	simply	reflects the	fact	that	this	obligation	could	become	payable	within	12	months.

# Fair	Value—Goodwill	and	Intangible	Assets

Critical	Estimates.	We	are	required	to	estimate	the	fair	value	and	useful	lives	of	assets	acquired	and	liabilities	assumed,	including	intangible	assets, in	a	business	combination.	The	difference	between	the	purchase	price	and	the	fair	value	of	the	assets	acquired	and	liabilities	assumed	is	goodwill.	We are	subsequently	required	to	assess	assets	acquired	and	goodwill	for	impairment.

Assumptions	and	Judgment.	Judgment	used	in	the	valuation	of	assets	and	liabilities	assumed	in	business	combinations,	including	goodwill	and intangible	assets,	can	include	the	cash	flows	that	an	asset	is	expected	to	generate,	the	weighted	average	cost	of	capital	and	a	discount	rate	determined by	management.	We	believe	that	the	assumptions	made	are	comparable	to	those	that	market	participants	would	use	in	making	estimates	of	fair	value. Determining	the	expected	life	of	an	intangible	asset	requires	management's	judgment	and	is	based	on	the	evaluation	of	various	factors,	including	the competitive	environment,	market	share,	customer	history	and	macroeconomic	situation.	We	determined	that	our	Visa	brand,	customer	relationships	and Visa	Europe	franchise	right	are	intangible	assets	with	indefinite	lives,	based	on	our	significant	market	share,	history	of	strong	revenue	and	cash	flow performance,	and	historical	retention	rates.	As	a	result	of	acquiring	CyberSource	in	July	2010,	we	acquired	intangible	assets	comprising	customer relationships,	tradenames	and	reseller	relationships,	which	we	determined	have	finite	useful	lives	ranging	from	5	to	15	years.	See	Note	6—CyberSource Acquisition	and	Note	9	–	Intangible	Assets,	Net	to	our	consolidated	financial	statements.	Our	assets	acquired,	liabilities	assumed	and	related	goodwill	are assigned	to	respective	reporting	units,	and	goodwill	impairment	is	assessed	at	the	reporting	unit	level.

Indefinite-lived	intangible	assets.	Annually	or	whenever	events	or	changes	in	circumstances	indicate	that	impairment	may	exist,	we	test	each category	of	indefinite-lived	intangible	assets	for	impairment	on	an	aggregate	basis,	which	may	require	the	allocation	of	cash	flows	and/or	an	estimate	of fair	value	to	those	assets	or	asset	group.	Impairment	exists	if	the	fair	value	of	the	indefinite-lived	intangible	asset	is	less	than	the	carrying	value.	We	rely on	a	number	of	factors	when	completing	impairment	assessment	including	a	review	of	discounted	future	cash	flows,	business	plans	and	use	of	present value	techniques.	As	of	July	1,	2010,	we	evaluated	our	indefinite-lived	intangible	assets	for	impairment	and	concluded	there	was	no	impairment	as	of	that date.	No	recent	events	or	changes	in	circumstances	indicate	that	impairment	may	exist	thereafter	as	reflected	by	the	overall	performance	of	our	business and	market	capitalization.

Finite-lived	intangible	assets.	We	evaluate	the	recoverability	of	finite-lived	intangible	assets	for	impairment	whenever	events	or	changes	in circumstances	indicate	that	the	carrying	amount	of	an	asset	or	asset	group	may	not	be	recoverable.	If	the	sum	of	expected	undiscounted	future	cash flows	is	less	than	the	carrying	amount	of	an	asset	or	asset	group,	an	impairment	loss	is	recognized.	The	loss	is

measured	as	the	amount	by	which	the	carrying	amount	of	the	asset	or	asset	group	exceeds	its	fair	value.	No	events	or	changes	in	circumstances indicate	that	finite-lived	intangible	assets	were	impaired	as	of	September	30,	2010.

Goodwill.	Review	of	goodwill	impairment	is	completed	annually	or	whenever	events	or	changes	in	circumstances	indicate	that	impairment	may exist.	Goodwill	impairment	is	reviewed	using	a	two-step	process	that	involves	comparing	the	fair	value	of	the	reporting	unit	to	its	carrying	value	and comparing	the	implied	fair	value	of	reporting	unit	goodwill	with	the	carrying	amount	of	that	goodwill.	We	rely	on	a	number	of	factors	when	completing impairment	assessment	including	a	review	of	discounted	future	cash	flows,	business	plans	and	use	of	present	value	techniques.	We	evaluated	our goodwill	for	impairment	on	July	1,	2010,	and	concluded	there	was	no	impairment	as	of	that	date.	Subsequent	to	this	annual	assessment,	we	completed the	CyberSource	acquisition	on	July	21,	2010,	which	resulted	in	an	additional	$1.2	billion	in	goodwill	and	established	a	second	reporting	unit.	We	allocate goodwill	to	reporting	units	based	on	the	reporting	unit	expected	to	benefit	from	the	acquisition.	Of	the	$1.2	billion,	approximately	$0.8	billion	was allocated	to	the	second	reporting	unit.	The	remainder	was	allocated	to	our	original	reporting	unit	to	reflect	the	incremental	growth	and	synergy	this acquisition	will	provide	to	our	existing	business.	No	recent	events	or	changes	in	circumstances	indicate	that	impairment	exist	as	reflected	by	the	business performance	of	our	reporting	units	and	overall	market	capitalization.

Impact	if	Actual	Results	Differ	from	Assumptions.	If	actual	results	are	not	consistent	with	our	assumptions	and	estimates,	we	may	be	exposed	to impairment	charges.	The	carrying	values	of	goodwill	and	intangible	assets,	net	were	$11.4	billion	and	$11.5	billion,	respectively,	including	$10.9	billion	of indefinite-lived	intangible	assets	and	$595	million	of	finite-lived	intangible	assets,	net	at	September	30,	2010.

# Legal	and	Regulatory	Matters

Critical	Estimates.	We	are	currently	involved	in	various	legal	proceedings,	the	outcomes	of	which	are	not	within	our	complete	control	or	may	not	be known	for	prolonged	periods	of	time.	Management	is	required	to	assess	the	probability	of	loss	and	amount	of	such	loss,	if	any,	in	preparing	our	financial statements.

Assumptions	and	Judgment.	We	evaluate	the	likelihood	of	a	potential	loss	from	legal	or	regulatory	proceedings	to	which	we	are	a	party.	We	record a	liability	for	such	claims	when	a	loss	is	considered	probable	and	the	amount	can	be	reasonably	estimated.	Significant	judgment	may	be	required	in	the determination	of	both	probability	and	whether	an	exposure	is	reasonably	estimable.	Our	judgments	are	subjective	based	on	the	status	of	the	legal	or regulatory	proceedings,	the	merits	of	our	defenses	and	consultation	with	in-house	and	outside	legal	counsel.	As	additional	information	becomes	available, we	reassess	the	potential	liability	related	to	pending	claims	and	may	revise	our	estimates.

Our	retrospective	responsibility	plan	only	addresses	monetary	liabilities	from	settlements	of,	or	final	judgments	in,	the	covered	litigation.	The	plan's mechanisms	include	the	use	of	the	litigation	escrow	account.	The	accrual	related	to	covered	litigation	could	be	either	higher	or	lower	than	the	escrow account	balance.	We	did	not	record	an	additional	accrual	for	covered	litigation	during	fiscal	2010.	See	Note	4—Retrospective	Responsibility	Plan	to	our consolidated	financial	statements.

Impact	if	Actual	Results	Differ	from	Assumptions.	Due	to	the	inherent	uncertainties	of	the	legal	and	regulatory	processes	in	the	multiple jurisdictions	in	which	we	operate,	our	judgments	may	be	materially	different	than	the	actual	outcomes,	which	could	have	material	adverse	effects	on	our business,	financial	conditions	and	results	of	operations.	See	Note	22—Legal	Matters	to	our	consolidated	financial	statements.

# Income	Taxes

Critical	Estimates.	In	calculating	our	effective	tax	rate,	we	make	judgments	regarding	certain	tax	positions,	including	the	timing	and	amount	of deductions	and	allocations	of	income	among	various	tax	jurisdictions.

Assumptions	and	Judgment.	We	have	various	tax	filing	positions	with	regard	to	the	timing	and	amount	of	deductions	and	credits,	the	establishment of	reserves	for	audit	matters	and	the	allocation	of	income	among	various	tax	jurisdictions.	We	are	also	required	to	inventory,	evaluate	and	measure	all uncertain	tax	positions	taken	or	to	be	taken	on	tax	returns	and	to	record	liabilities	for	the	amount	of	such	positions	that	may	not	be	sustained,	or	may	only be	partially	sustained,	upon	examination	by	the	relevant	taxing	authorities.

Impact	if	Actual	Results	Differ	from	Assumptions.	Although	we	believe	that	our	estimates	and	judgments	are	reasonable,	actual	results	may	differ from	these	estimates.	Some	or	all	of	these	judgments	are	subject	to	review	by	the	taxing	authorities,	including	our	current	and	deferred	tax	benefits associated	with	the	settlement	of	the	American	Express	litigation	and	the	Discover	litigation	and	other	matters.	See	Note	22—Legal	Matters	to	our consolidated	financial	statements.	If	one	or	more	of	the	taxing	authorities	were	to	successfully	challenge	our	right	to	realize	some	or	all	of	the	tax	benefit we	have	recorded,	and	we	were	unable	to	realize	this	benefit,	it	could	have	a	material	and	adverse	effect	on	our	financial	results	and	cash	flows.

# Quantitative	and	Qualitative	Disclosures	about	Market	Risk

Market	risk	is	the	potential	economic	loss	arising	from	adverse	changes	in	market	factors.	Our	exposure	to	financial	market	risks	results	primarily from	fluctuations	in	foreign	currency	exchange	rates,	interest	rates	and	equity	prices.	Cash	and	cash	equivalents	are	not	considered	to	be	subject	to significant	interest	rate	risk	due	to	the	short	period	of	time	to	maturity.	Aggregate	risk	exposures	are	monitored	on	an	ongoing	basis.	We	do	not	hold	or enter	into	derivatives	or	other	financial	instruments	for	trading	or	speculative	purposes.

# Foreign	Currency	Exchange	Rate	Risk

Although	most	of	our	activities	are	transacted	in	U.S.	dollars,	we	are	exposed	to	adverse	fluctuations	in	foreign	currency	exchange	rates.	Risks	from foreign	currency	exchange	rate	fluctuations	are	primarily	related	to	adverse	changes	in	the	dollar	value	of	revenues	generated	from	foreign	currency- denominated	transactions	and	adverse	changes	in	the	dollar	value	of	payments	in	foreign	currencies,	primarily	for	expenses	at	our	non-U.S.	locations. We	manage	these	risks	by	entering	into	foreign	currency	forward	contracts	with	cash	flow	hedge	accounting	designation	that	hedge	exposures	of	the variability	in	the	U.S.	dollar	equivalent	of	anticipated	non-U.S.	dollar	denominated	cash	flows.	Our	foreign	currency	exchange	rate	risk	management program	reduces,	but	does	not	entirely	eliminate,	the	impact	of	foreign	currency	exchange	rate	movements.

We	utilize	a	rolling	hedge	strategy	program	to	reduce	the	exchange	rate	risk	from	forecasted	net	exposure	of	revenues	derived	from	and	payments made	in	foreign	currencies	during	the	immediately	following	12	months.	The	aggregate	notional	amount	of	our	foreign	currency	forward	contracts outstanding	in	our	exchange	rate	risk	management	program	was	$627	million	and	$742	million	at	September	30,	2010	and	September	30,	2009, respectively.	The	aggregate	notional	amount	of	$627	million	outstanding	at	September	30,	2010	is	fully	consistent	with	our	strategy	and	treasury	policy aimed	at	reducing	foreign	exchange	risk	below	a	predetermined	and	approved	threshold.	However,	actual	results	for	this	period	could	materially	differ from	our	forecast.	The	effect	of	a	hypothetical	10%	change	of	the	U.S.	dollar	is	estimated	to	create	an	additional	fair	value	gain	or	loss	of	approximately $55	million	on	our	foreign	currency	forward	contracts	outstanding	at	September	30,	2010.	See	Note	14—Derivatives	Financial	Instruments	to	our consolidated	financial	statements.

We	are	also	subject	to	foreign	currency	exchange	risk	in	daily	settlement	activities.	This	risk	arises	from	the	timing	of	rate	setting	for	settlement	with clients	relative	to	the	timing	of	market	trades	for	balancing	currency	positions.	Risk	in	settlement	activities	is	limited	through	daily	operating	procedures, including	the	utilization	of	Visa	settlement	systems	and	our	interaction	with	foreign	exchange	trading	counterparties.

# Interest	Rate	Risk

Our	investment	portfolio	assets	are	held	in	both	fixed-rate	and	adjustable-rate	securities.	These	assets	are	included	in	cash	equivalents,	short-term available-for-sale	investments	and	long-term	available-for-sale	investments.	Investments	in	fixed	rate	instruments	carry	a	degree	of	interest	rate	risk.	The fair	value	of	fixed	rate	securities	may	be	adversely	impacted	due	to	a	rise	in	interest	rates.	Additionally,	a	falling	rate	environment	creates	reinvestment risk	because	as	securities	mature	the	proceeds	are	reinvested	at	a	lower	rate,	generating	less	interest	income.	Historically,	we	have	been	able	to	hold investments	until	maturity.	Our	operating	results	or	cash	flows	have	not	been,	and	are	not	expected	to	be,	materially	impacted	by	a	sudden	change	in market	interest	rates.

The	fair	value	balances	of	our	fixed-rate	investment	securities	in	fiscal	2010	and	2009	were	$135	million	and	$176	million,	respectively.	A hypothetical	100	basis	point	increase	or	decrease	in	interest	rates	would	not	have	a	material	impact	on	our	investment	portfolio	at	September	30,	2010. The	fair	value	balances	of	our	adjustable-rate	debt	securities	were	$13	million	and	$34	million	at	September	30,	2010	and	2009,	respectively.

We	also	have	fixed	rate	debt	which	is	subject	to	interest	rate	risk.	A	hypothetical	100	basis	point	increase	or	decrease	in	interest	rates	would	have impacted	the	fair	value	of	the	debt	by	approximately	$1	million	at	September	30,	2010.

# Visa	Europe	Put	Option

We	have	a	liability	related	to	the	put	option	with	Visa	Europe	which	is	recorded	at	fair	market	value	at	September	30,	2010.	We	are	required	to record	any	change	in	the	fair	value	of	the	put	option	on	a	quarterly	basis.	In	the	determination	of	the	fair	value	of	the	put	option	at	September	30,	2010, we	have	assumed	a	40%	probability	of	exercise	by	Visa	Europe	at	some	point	in	the	future	and	a	P/E	differential,	at	the	time	of	exercise,	of	approximately 3.5x.	The	use	of	a	probability	of	exercise	5%	higher	than	our	estimate	would	have	resulted	in	an	increase	of	approximately	$33	million	in	the	value	of	the put	option.	An	increase	of	1.0x	in	the	assumed	P/E	differential	would	have	resulted	in	an	increase	of	approximately	$81	million	in	the	value	of	the	put option.	See	Liquidity	and	Capital	Resources	and	Critical	Accounting	Estimates	above.

# Pension	Plan	Risks

Our	U.S.	defined	benefit	pension	plan	assets	were	$766	million	and	$703	million	and	projected	benefit	obligations	were	$743	million	and	$739 million	at	September	30,	2010	and	September	30,	2009,	respectively.	A	material	adverse	decline	in	the	value	of	pension	plan	assets	and/or	the	discount rate	for	benefit	obligations	would	result	in	a	decrease	in	the	funded	status	of	the	plan,	an	increase	in	pension	cost	and	an	increase	in	required	funding. We	will	continue	to	monitor	the	performance	of	pension	plan	assets	and	market	conditions	as	we	evaluate	the	amount	of	our	contribution	to	the	plan	for fiscal	2011,	which	we	expect	to	make	in	September	2011.

# ITEM	7A. Quantitative	and	Qualitative	Disclosures	About	Market	Risk

Quantitative	and	qualitative	disclosures	about	market	risk	are	included	in Item	7—Management's	Discussion	and	Analysis	of	Financial	Condition and	Results	of	Operations	of	this	report.

# ITEM	8. Financial	Statements	and	Supplementary	Data

# INDEX	TO	CONSOLIDATED	FINANCIAL	STATEMENTS

| Report	of	Independent	Registered	Public	Accounting	Firm | 66 |
| :--- | :--- |
| Consolidated\tBalance\tSheets | 67 |
| Consolidated\tStatements\tof\tOperations | 69 |
| Consolidated\tStatements\tof\tChanges\tin\tEquity | 71 |
| Consolidated\tStatements\tof\tComprehensive\tIncome | 73 |
| Consolidated\tStatements\tof\tCash\tFlows | 74 |
| Notes\tto\tthe\tConsolidated\tFinancial\tStatements | 76 |

# Report	of	Independent	Registered	Public	Accounting	Firm

# The	Board	of	Directors	and	Stockholders

# Visa	Inc.	and	subsidiaries:

We	have	audited	the	accompanying	consolidated	balance	sheets	of	Visa	Inc.	and	subsidiaries	as	of	September	30,	2010	and	2009,	and	the	related consolidated	statements	of	operations,	changes	in	equity,	comprehensive	income,	and	cash	flows	for	each	of	the	years	in	the	three-year	period	ended September	30,	2010.	We	also	have	audited	Visa	Inc.'s	internal	control	over	financial	reporting	as	of	September	30,	2010,	based	on	criteria	established	in Internal	Control	–	Integrated	Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission	(COSO).	Visa	Inc.'s management	is	responsible	for	these	consolidated	financial	statements,	for	maintaining	effective	internal	control	over	financial	reporting,	and	for	its assessment	of	the	effectiveness	of	internal	control	over	financial	reporting,	included	in	the	accompanying	Management's	Report	on	Internal	Control	Over Financial	Reporting.	Our	responsibility	is	to	express	an	opinion	on	these	consolidated	financial	statements	and	an	opinion	on	the	Company's	internal control	over	financial	reporting	based	on	our	audits.

We	conducted	our	audits	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States).	Those	standards require	that	we	plan	and	perform	the	audits	to	obtain	reasonable	assurance	about	whether	the	financial	statements	are	free	of	material	misstatement	and whether	effective	internal	control	over	financial	reporting	was	maintained	in	all	material	respects.	Our	audits	of	the	consolidated	financial	statements included	examining,	on	a	test	basis,	evidence	supporting	the	amounts	and	disclosures	in	the	financial	statements,	assessing	the	accounting	principles used	and	significant	estimates	made	by	management,	and	evaluating	the	overall	financial	statement	presentation.	Our	audit	of	internal	control	over financial	reporting	included	obtaining	an	understanding	of	internal	control	over	financial	reporting,	assessing	the	risk	that	a	material	weakness	exists,	and testing	and	evaluating	the	design	and	operating	effectiveness	of	internal	control	based	on	the	assessed	risk.	Our	audits	also	included	performing	such other	procedures	as	we	considered	necessary	in	the	circumstances.	We	believe	that	our	audits	provide	a	reasonable	basis	for	our	opinions.

A	company's	internal	control	over	financial	reporting	is	a	process	designed	to	provide	reasonable	assurance	regarding	the	reliability	of	financial reporting	and	the	preparation	of	financial	statements	for	external	purposes	in	accordance	with	generally	accepted	accounting	principles.	A	company's internal	control	over	financial	reporting	includes	those	policies	and	procedures	that	(1)	pertain	to	the	maintenance	of	records	that,	in	reasonable	detail, accurately	and	fairly	reflect	the	transactions	and	dispositions	of	the	assets	of	the	company;	(2)	provide	reasonable	assurance	that	transactions	are recorded	as	necessary	to	permit	preparation	of	financial	statements	in	accordance	with	generally	accepted	accounting	principles,	and	that	receipts	and expenditures	of	the	company	are	being	made	only	in	accordance	with	authorizations	of	management	and	directors	of	the	company;	and	(3)	provide reasonable	assurance	regarding	prevention	or	timely	detection	of	unauthorized	acquisition,	use,	or	disposition	of	the	company's	assets	that	could	have	a material	effect	on	the	financial	statements.

Because	of	its	inherent	limitations,	internal	control	over	financial	reporting	may	not	prevent	or	detect	misstatements.	Also,	projections	of	any evaluation	of	effectiveness	to	future	periods	are	subject	to	the	risk	that	controls	may	become	inadequate	because	of	changes	in	conditions,	or	that	the degree	of	compliance	with	the	policies	or	procedures	may	deteriorate.

In	our	opinion,	the	consolidated	financial	statements	referred	to	above	present	fairly,	in	all	material	respects,	the	financial	position	of	Visa	Inc.	and subsidiaries	as	of	September	30,	2010	and	2009,	and	the	results	of	their	operations	and	their	cash	flows	for	each	of	the	years	in	the	three-year	period ended	September	30,	2010,	in	conformity	with	U.S.	generally	accepted	accounting	principles.	Also	in	our	opinion,	Visa	Inc.	maintained,	in	all	material respects,	effective	internal	control	over	financial	reporting	as	of	September	30,	2010,	based	on	criteria	established	in	Internal	Control	–	Integrated Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission.

/s/	KPMG	LLP

San	Francisco,	California

# CONSOLIDATED	BALANCE	SHEETS

| Cash	and	cash	equivalents | $3,867 | $4,617 |
| :--- | :--- | :--- |
| Restricted\tcash—litigation\tescrow\t(Note\t4) | 1,866 | 1,365 |
| Investment\tsecurities |  |  |
| Trading\t(Note\t5) | 60 | 59 |
| Available-for-sale\t(Note\t5) | 124 | 56 |
| Settlement\treceivable | 402 | 605 |
| Accounts\treceivable | 476 | 444 |
| Customer\tcollateral\t(Note\t13) | 899 | 812 |
| Current\tportion\tof\tvolume\tand\tsupport\tincentives | 175 | 214 |
| Current\tportion\tof\tdeferred\ttax\tassets\t(Note\t21) | 623 | 703 |
| Prepaid\texpenses\tand\tother\tcurrent\tassets\t(Note\t7) | 242 | 366 |
| Total\tcurrent\tassets | 8,734 | 9,241 |
| Restricted\tcash—litigation\tescrow\t(Note\t4) | 70 | 350 |
| Investment\tsecurities,\tavailable-for-sale\t(Note\t5) | 24 | 168 |
| Volume\tand\tsupport\tincentives | 101 | 102 |
| Property,\tequipment\tand\ttechnology,\tnet\t(Note\t8) | 1,357 | 1,204 |
| Other\tassets\t(Note\t7) | 197 | 125 |
| Intangible\tassets,\tnet\t(Note\t9) | 11,478 | 10,883 |
| Goodwill | 11,447 | 10,208 |
| Total\tassets | $33,408 | $32,281 |
| Liabilities |  |  |
| Accounts\tpayable | $137 | $156 |
| Settlement\tpayable | 406 | 634 |
| Customer\tcollateral\t(Note\t13) | 899 | 812 |
| Accrued\tcompensation\tand\tbenefits | 370 | 396 |
| Volume\tand\tsupport\tincentives | 418 | 284 |
| Accrued\tliabilities\t(Note\t10) | 625 | 754 |
| Current\tportion\tof\tlong-term\tdebt\t(Note\t11) | 12 | 12 |
| Current\tportion\tof\taccrued\tlitigation\t(Note\t22) | 631 | 1,394 |
| Total\tcurrent\tliabilities | 3,498 | 4,442 |
| Long-term\tdebt\t(Note\t11) | 32 | 44 |
| Accrued\tlitigation\t(Note\t22) | 66 | 323 |
| Deferred\ttax\tliabilities\t(Note\t21) | 4,181 | 3,807 |
| Other\tliabilities\t(Note\t10) | 617 | 472 |
| Total\tliabilities | 8,394 | 9,088 |

Commitments	and	contingencies	(Note	19)

See	accompanying	notes,	which	are	an	integral	part	of	these	consolidated	financial	statements.

# CONSOLIDATED	BALANCE	SHEETS—(Continued)

| Preferred	stock,	$0.0001	par	value,	25	shares	authorized	and	none	issued | $— | $— |
| :--- | :--- | :--- |
| and\toutstanding\tat\tSeptember\t30,\t2010\tand\tSeptember\t30,2009,\trespectively\t(Note\t16) | — | — |
| outstanding\tat\tSeptember\t30,\t2010\tand\tSeptember\t30,\t2009\t(Note\t16) | — | — |
| outstanding\tat\tSeptember\t30,\t2010\tand\tSeptember\t30,\t2009,\trespectively\t(Note\t16) | — | — |
| Additional\tpaid-in\tcapital | 20,794 | 21,160 |
| Class\tC\ttreasury\tstock\t(Note\t16) | — | (2) |
| Accumulated\tincome | 4,368 | 2,219 |
| Accumulated\tother\tcomprehensive\tloss,\tnet |  |  |
| Investment\tsecurities,\tavailable-for-sale | 3 | 10 |
| Defined\tbenefit\tpension\tand\tother\tpostretirement\tplans | (115) | (136) |
| Derivative\tinstruments | (40) | (58) |
| Foreign\tcurrency\ttranslation\tgain\t(loss) | 1 | (4) |
| Total\taccumulated\tother\tcomprehensive\tloss,\tnet | (151) | (188) |
| Total\tVisa\tInc.\tstockholders'\tequity | 25,011 | 23,189 |
| Non-controlling\tinterest | 3 | 4 |
| Total\tequity | 25,014 | 23,193 |
| Total\tliabilities\tand\tequity | $33,408 | $32,281 |

# CONSOLIDATED	STATEMENTS	OF	OPERATIONS

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
|  | (in\tmillions,\texcept\tper\tshare\tdata) | (in\tmillions,\texcept\tper\tshare\tdata) |  |
| Operating\tRevenues |  |  |  |
| Service\trevenues | $3,497 | $3,174 | $3,061 |
| Data\tprocessing\trevenues | 3,125 | 2,430 | 2,073 |
| International\ttransaction\trevenues | 2,290 | 1,916 | 1,721 |
| Other\trevenues | 713 | 625 | 569 |
| Volume\tand\tsupport\tincentives | (1,560) | (1,234) | (1,161) |
| Total\toperating\trevenues | 8,065 | 6,911 | 6,263 |
| Operating\tExpenses |  |  |  |
| Personnel | 1,222 | 1,228 | 1,314 |
| Network,\tEDP\tand\tcommunications | 425 | 393 | 339 |
| Advertising,\tmarketing\tand\tpromotion | 964 | 918 | 1,016 |
| Professional\tand\tconsulting\tfees | 286 | 268 | 323 |
| Depreciation\tand\tamortization | 265 | 226 | 237 |
| Administrative\tand\tother | 359 | 338 | 332 |
| Litigation\tprovision\t(Note\t22) | (45) | 2 | 1,470 |
| Total\toperating\texpenses | 3,476 | 3,373 | 5,031 |
| Operating\tincome | 4,589 | 3,538 | 1,232 |
| Other\tIncome\t(Expense) |  |  |  |
| Equity\tin\tearnings\tof\tunconsolidated\taffiliates | (7) | — | 1 |
| Interest\texpense | (72) | (115) | (143) |
| Investment\tincome,\tnet\t(Note\t5) | 49 | 575 | 211 |
| Other | 79 | 2 | 35 |
| Total\tother\tincome | 49 | 462 | 104 |
| Income\tbefore\tincome\ttaxes | 4,638 | 4,000 | 1,336 |
| Income\ttax\texpense | 1,674 | 1,648 | 532 |
| Net\tincome\tincluding\tnon-controlling\tinterest | 2,964 | 2,352 | 804 |
| Loss\tattributable\tto\tnon-controlling\tinterest | 2 | 1 | — |
| Net\tincome\tattributable\tto\tVisa\tInc. | $2,966 | $2,353 | $804 |
| Basic\tearnings\tper\tshare\t(Note\t17) |  |  |  |
| Class\tA\tcommon\tstock | $4.03 | $3.10 | $0.96 |
| Class\tB\tcommon\tstock | $2.31 | $1.98 | $0.85 |
| Class\tC\tcommon\tstock | $4.03 | $3.10 |  |
| Class\tC\t(series\tI)\tcommon\tstock |  |  | $0.96 |
| Class\tC\t(series\tII)\tcommon\tstock |  |  | $0.79 |
| Class\tC\t(series\tIII\tand\tIV)\tcommon\tstock |  |  | $0.96 |

# CONSOLIDATED	STATEMENTS	OF	OPERATIONS—(Continued)

| Class	A	common	stock | 482 | 451 | 239 |
| :--- | :--- | :--- | :--- |
| Class\tB\tcommon\tstock | 245 | 245 | 333 |
| Class\tC\tcommon\tstock | 112 | 148 |  |
| Class\tC\t(series\tI)\tcommon\tstock |  |  | 191 |
| Class\tC\t(series\tII)\tcommon\tstock |  |  | 56 |
| Class\tC\t(series\tIII\tand\tIV)\tcommon\tstock |  |  | 44 |
| Diluted\tearnings\tper\tshare\t(Note\t17) |  |  |  |
| Class\tA\tcommon\tstock | $4.01 | $3.10 | $0.96 |
| Class\tB\tcommon\tstock | $2.30 | $1.98 | $0.85 |
| Class\tC\tcommon\tstock | $4.01 | $3.10 |  |
| Class\tC\t(series\tI)\tcommon\tstock |  |  | $0.96 |
| Class\tC\t(series\tII)\tcommon\tstock |  |  | $0.79 |
| Class\tC\t(series\tIII\tand\tIV)\tcommon\tstock |  |  | $0.96 |
| Diluted\tweighted\taverage\tshares\toutstanding\t(Note\t17) |  |  |  |
| Class\tA\tcommon\tstock | 739 | 759 | 770 |
| Class\tB\tcommon\tstock | 245 | 245 | 333 |
| Class\tC\tcommon\tstock | 112 | 148 |  |
| Class\tC\t(series\tI)\tcommon\tstock |  |  | 191 |
| Class\tC\t(series\tII)\tcommon\tstock |  |  | 56 |
| Class\tC\t(series\tIII\tand\tIV)\tcommon\tstock |  |  | 44 |

# CONSOLIDATED	STATEMENTS	OF	CHANGES	IN	EQUITY

|  |  |  |  |  | Class	C |  |  |  | Accumulated |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  |  | (series\tIII | Additional |  | Accumulated | Other | Non- | Total |
|  |  |  |  | Class\tC | and | Paid-In | Treasury | Income | Comprehensive | Controlling | Equity |
|  | Class\tA | Class\tB | Class\tC^(1) | (series\tII) | series\tIV) | Capital | Stock | (Deficit) | Loss | Interests | (Deficit) |
|  |  |  |  |  | (in\tmillions,\texcept\tper\tshare\tdata) | (in\tmillions,\texcept\tper\tshare\tdata) | (in\tmillions,\texcept\tper\tshare\tdata) |  |  |  |  |
| Balance\tas\tof\tSeptember\t30,\t2007^(2) | — | — | — | — | — | $— | $— | $(501) | $— | $38 | $(463) |
| Tax\tadjustment\tas\ta\tresult\tof\tadoption\tof |  |  |  |  |  |  |  |  |  |  |  |
| FASB\tASC\t740 |  |  |  |  |  |  |  | 8 |  |  | 8 |
| Net\tincome\tattributable\tto\tVisa\tInc. |  |  |  |  |  |  |  | 804 |  |  | 804 |
| Other\tcomprehensive\tloss,\tnet\tof\ttax |  |  |  |  |  |  |  |  | (70) |  | (70) |
| Comprehensive\tincome\tincluding\tnon- |  |  |  |  |  |  |  |  |  |  |  |
| controlling\tinterest |  |  |  |  |  |  |  |  |  |  | 734 |
| Elimination\tof\tnon-controlling\tinterests\tas |  |  |  |  |  |  |  |  |  |  |  |
| part\tof\treorganization |  |  |  |  |  |  |  |  |  | (38) | (38) |
| Issuance\tof\tregional\tclasses\tof\tcommon |  |  |  |  |  |  |  |  |  |  |  |
| stock |  | 426 | 258 |  |  | 12,613 |  |  |  |  | 12,613 |
| Issuance\tof\tclass\tEU\t(series\tI\tand\tseries\tIII) |  |  |  |  |  |  |  |  |  |  |  |
| common\tstock |  |  |  |  | 63 | 3,068 |  |  |  |  | 3,068 |
| Issuance\tof\tclass\tEU\t(series\tII)\tcommon |  |  |  |  |  |  |  |  |  |  |  |
| stock |  |  |  | 28 |  | 1,104 |  |  |  |  | 1,104 |
| Conversion\tof\tregional\tcommon\tstock\tin\tthe |  |  |  |  |  |  |  |  |  |  |  |
| true-up\t(Note\t16) |  | (26) | 27 |  |  | 1,150 |  |  |  |  | 1,150 |
| Issuance\tof\tclass\tC\t(series\tII)\tcommon |  |  |  |  |  |  |  |  |  |  |  |
| stock |  |  |  | 52 |  | — |  |  |  |  | — |
| Reclassification\tof\tcommon\tstock\tupon\tIPO: |  |  |  |  |  |  |  |  |  |  |  |
| Class\tC\t(series\tIII)\tcommon\tstock\tto |  |  |  |  |  |  |  |  |  |  |  |
| liabilities\t(Note\t16) |  |  |  |  | (35) | (1,508) |  |  |  |  | (1,508) |
| Class\tC\t(series\tII)\tcommon\tstock\tto |  |  |  |  |  |  |  |  |  |  |  |
| temporary\tequity\t(Note\t16) |  |  |  | (80) |  | (1,104) |  | (21) |  |  | (1,125) |
| Proceeds\tfrom\tissuance\tof\tclass\tA\tcommon |  |  |  |  |  |  |  |  |  |  |  |
| stock,\tnet\tof\toffering\texpenses\tof\t$586 |  |  |  |  |  |  |  |  |  |  |  |
| (Note\t16) | 447 |  |  |  |  | 19,064 |  |  |  |  | 19,064 |
| Issuance\tof\trestricted\tshare\tawards | 1 |  |  |  |  | — |  |  |  |  | — |
| Redemption\tof\tclass\tB\tand\tclass\tC |  |  |  |  |  |  |  |  |  |  |  |
| common\tstock\t(Note\t16) |  | (155) | (160) |  |  | (13,446) |  |  |  |  | (13,446) |
| Accretion\tof\tclass\tC\t(series\tII)\tcommon |  |  |  |  |  |  |  |  |  |  |  |
| stock |  |  |  |  |  |  |  | (19) |  |  | (19) |
| Share-based\tcompensation\t(Note\t18) |  |  |  |  |  | 80 |  |  |  |  | 80 |
| Cash\tdividends\tdeclared\tand\tpaid,\tat\ta |  |  |  |  |  |  |  |  |  |  |  |
| quarterly\tamount\tof\t$0.105\tper\tas- |  |  |  |  |  |  |  |  |  |  |  |
| converted\tshare |  |  |  |  |  |  |  | (93) |  |  | (93) |
| Impact\tof\tcash\tdividend\tdeclaration\ton |  |  |  |  |  |  |  |  |  |  |  |
| class\tC\t(series\tII)\tcommon\tstock |  |  |  |  |  |  |  | 8 |  |  | 8 |
| Special\tIPO\tdividends\treceived\tfrom\tcost- |  |  |  |  |  |  |  |  |  |  |  |
| method\tinvestees\t(Note\t16) |  |  | (1) |  |  | 39 | (35) |  |  |  | 4 |
| Balance\tas\tof\tSeptember\t30,\t2008 | 448 | 245 | 124 | — | 28 | $21,060 | $(35) | $186 | $(70) | $— | $ 21,141 |
| Net\tincome\tattributable\tto\tVisa\tInc. |  |  |  |  |  |  |  | 2,353 |  |  | 2,353 |
| Loss\tattributable\tto\tnon-controlling\tinterest |  |  |  |  |  |  |  |  |  | (1) | (1) |
| Other\tcomprehensive\tloss,\tnet\tof\ttax |  |  |  |  |  |  |  |  | (118) |  | (118) |
| Comprehensive\tincome\tincluding\tnon- |  |  |  |  |  |  |  |  |  |  |  |
| controlling\tinterest |  |  |  |  |  |  |  |  |  |  | 2,234 |
| Issuance\tof\trestricted\tshare\tawards | 1 |  |  |  |  | — |  |  |  |  | — |
| Conversion\tof\tclass\tC\t(series\tIII)\tand |  |  |  |  |  |  |  |  |  |  |  |
| class\tC\t(series\tIV)\tinto\tclass\tC\t(series\tI) |  |  |  |  |  |  |  |  |  |  |  |
| common\tstock\t(Note\t16) |  |  | 28 |  | (28) |  |  |  |  |  | — |

# CONSOLIDATED	STATEMENTS	OF	CHANGES	IN	EQUITY—(Continued)

|  |  |  |  |  | Class	C |  |  |  | Accumulated |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Class\tA | Class\tB | Class\tC^(1) | Class\tC\n(series\tII) | (series\tIII\nand\nseries\tIV) | Additional\nPaid-In\nCapital | Treasury\nStock | Accumulated\nIncome\n(Deficit) | Other\nComprehensive\nLoss | Non-\nControlling\nInterests | Total\nEquity\n(Deficit) |
|  |  |  |  |  | (in\tmillions,\texcept\tper\tshare\tdata) | (in\tmillions,\texcept\tper\tshare\tdata) | (in\tmillions,\texcept\tper\tshare\tdata) |  |  |  |  |
| Conversion\tof\tclass\tC\tcommon\tstock\tupon |  |  |  |  |  |  |  |  |  |  |  |
| sale\tinto\tpublic\tmarket\t(Note\t16) | 21 |  | (21) |  |  |  |  |  |  |  | — |
| Share-based\tcompensation\t(Note\t18) |  |  |  |  |  | 115 |  |  |  |  | 115 |
| Excess\ttax\tbenefit\tfor\tshare-based |  |  |  |  |  |  |  |  |  |  |  |
| compensation |  |  |  |  |  | 7 |  |  |  |  | 7 |
| Cash\tproceeds\tfrom\texercise\tof\tstock |  |  |  |  |  |  |  |  |  |  |  |
| options |  |  |  |  |  | 32 |  |  |  |  | 32 |
| Restricted\tstock\tinstruments\tsettled\tin\tcash |  |  |  |  |  |  |  |  |  |  |  |
| for\ttaxes |  |  |  |  |  | (22) |  |  |  |  | (22) |
| Accretion\tof\tclass\tC\t(series\tII)\tcommon |  |  |  |  |  |  |  |  |  |  |  |
| stock |  |  |  |  |  |  |  | (2) |  |  | (2) |
| Cash\tdividends\tdeclared\tand\tpaid,\tat\ta |  |  |  |  |  |  |  |  |  |  |  |
| quarterly\tamount\tof\t$0.105\tper\tas- |  |  |  |  |  |  |  |  |  |  |  |
| converted\tshare |  |  |  |  |  |  |  | (318) |  |  | (318) |
| Gain\tupon\tissuance\tof\tequity\tinterest\tin\tjoint |  |  |  |  |  |  |  |  |  |  |  |
| venture\t(Note\t1) |  |  |  |  |  | 6 |  |  |  |  | 6 |
| Retirement\tof\ttreasury\tstock |  |  |  |  |  | (39) | 34 |  |  |  | (5) |
| Special\tIPO\tdividends\treceived\tfrom\tcost- |  |  |  |  |  |  |  |  |  |  |  |
| method\tinvestees\t(Note\t16) |  |  |  |  |  | 1 | (1) |  |  |  | — |
| Investment\tin\tpartially-owned\tconsolidated |  |  |  |  |  |  |  |  |  |  |  |
| subsidiary |  |  |  |  |  |  |  |  |  | 5 | 5 |
| Balance\tas\tof\tSeptember\t30,\t2009 | 470 | 245 | 131 | — | — | $21,160 | $(2) | $2,219 | $(188) | $4 | $23,193 |
| Net\tincome\tattributable\tto\tVisa\tInc. |  |  |  |  |  |  |  | 2,966 |  |  | 2,966 |
| Loss\tattributable\tto\tnon-controlling\tinterest |  |  |  |  |  |  |  |  |  | (2) | (2) |
| Other\tcomprehensive\tincome,\tnet\tof\ttax |  |  |  |  |  |  |  |  | 37 |  | 37 |
| Comprehensive\tincome\tincluding\tnon- |  |  |  |  |  |  |  |  |  |  |  |
| controlling\tinterest |  |  |  |  |  |  |  |  |  |  | 3,001 |
| Issuance\tof\trestricted\tshare\tawards | 1 |  |  |  |  |  |  |  |  |  | — |
| Conversion\tof\tclass\tC\tcommon\tstock\tupon |  |  |  |  |  |  |  |  |  |  |  |
| sale\tinto\tpublic\tmarket\t(Note\t16) | 34 |  | (34) |  |  |  |  |  |  |  | — |
| Share-based\tcompensation\t(Note\t18) |  |  |  |  |  | 131 |  |  |  |  | 131 |
| Excess\ttax\tbenefit\tfor\tshare-based |  |  |  |  |  |  |  |  |  |  |  |
| compensation |  |  |  |  |  | 14 |  |  |  |  | 14 |
| Cash\tproceeds\tfrom\texercise\tof\tstock |  |  |  |  |  |  |  |  |  |  |  |
| options | 1 |  |  |  |  | 56 |  |  |  |  | 56 |
| Restricted\tstock\tinstruments\tsettled\tin\tcash |  |  |  |  |  |  |  |  |  |  |  |
| for\ttaxes |  |  |  |  |  | (14) |  |  |  |  | (14) |
| Cash\tdividends\tdeclared\tand\tpaid,\tat\ta |  |  |  |  |  |  |  |  |  |  |  |
| quarterly\tamount\tof\t$0.125\tper\tas- |  |  |  |  |  |  |  |  |  |  |  |
| converted\tshare\t(Note\t16) |  |  |  |  |  |  |  | (368) |  |  | (368) |
| Retirement\tof\ttreasury\tstock |  |  |  |  |  | (2) | 2 |  |  |  | — |
| Repurchase\tof\tclass\tA\tcommon\tstock\t(Note |  |  |  |  |  |  |  |  |  |  |  |
| 16) | (13) |  |  |  |  | (551) |  | (449) |  |  | (1,000) |
| Special\tIPO\tdividends\treceived\tfrom\tcost- |  |  |  |  |  |  |  |  |  |  |  |
| method\tinvestees\t(Note\t16) |  |  |  |  |  | 1 |  |  |  |  | 1 |
| Investment\tin\tpartially-owned\tconsolidated |  |  |  |  |  |  |  |  |  |  |  |
| subsidiary |  |  |  |  |  | (1) |  |  |  | 1 | — |
| Balance\tas\tof\tSeptember\t30,\t2010 | 493 | 245 | 97 | — | — | $20,794 | $— | $4,368 | $(151) | $3 | $25,014 |

Shares	of	class	C	(series	I)	common	stock	were	designated	as	class	C	common	stock	with	no	series	designation	upon	October	2008	redemption.

Historical	balances	for	periods	prior	to	October	1,	2007	represent	balances	for	Visa	U.S.A.,	the	accounting	acquirer	in	the	October	2007	reorganization.

# CONSOLIDATED	STATEMENTS	OF	COMPREHENSIVE	INCOME

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Net\tincome\tincluding\tnon-controlling\tinterest | $2,964 | $2,352 | $ 804 |
| Other\tcomprehensive\tincome\t(loss),\tnet\tof\ttax: |  |  |  |
| Investment\tsecurities,\tavailable-for-sale |  |  |  |
| Net\tunrealized\t(loss)\tgain\t(Note\t5) | (10) | 18 | (27) |
| Income\ttax\teffect | 4 | (7) | 11 |
| Reclassification\tadjustment\tfor\tnet\t(gain)\tloss\trealized\tin\tnet\tincome\tincluding\tnon-controlling |  |  |  |
| interest | (1) | (3) | 25 |
| Income\ttax\teffect | — | 1 | (10) |
| Defined\tbenefit\tpension\tand\tother\tpostretirement\tplans | 35 | (112) | (104) |
| Income\ttax\teffect | (14) | 42 | 40 |
| Derivative\tinstruments |  |  |  |
| Net\tunrealized\t(loss)\tgain | (28) | (92) | 2 |
| Income\ttax\teffect | 6 | 30 | (1) |
| Reclassification\tadjustment\tfor\tnet\tloss\t(gain)\trealized\tin\tnet\tincome\tincluding\tnon-controlling |  |  |  |
| interest | 61 | 6 | (2) |
| Income\ttax\teffect | (21) | (2) | 1 |
| Foreign\tcurrency\ttranslation\tgain\t(loss) | 5 | 1 | (5) |
| Other\tcomprehensive\tincome\t(loss),\tnet\tof\ttax | 37 | (118) | (70) |
| Comprehensive\tincome\tincluding\tnon-controlling\tinterest | $3,001 | $2,234 | $ 734 |
| Comprehensive\tloss\tattributable\tto\tnon-controlling\tinterest | 2 | 1 | — |
| Comprehensive\tincome\tattributable\tto\tVisa\tInc. | $3,003 | $2,235 | $ 734 |

# CONSOLIDATED	STATEMENTS	OF	CASH	FLOWS

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Operating\tActivities |  |  |  |
| Net\tincome\tincluding\tnon-controlling\tinterest | $2,964 | $2,352 | $804 |
| Adjustments\tto\treconcile\tnet\tincome\tincluding\tnon-controlling\tinterest\tto\tnet\tcash\tprovided\tby\toperating |  |  |  |
| activities: |  |  |  |
| Gain\ton\tsale\tof\tother\tinvestments | (6) | (473) | — |
| Depreciation\tand\tamortization\tof\tproperty,\tequipment\tand\ttechnology | 265 | 226 | 237 |
| Share-based\tcompensation | 131 | 115 | 74 |
| Excess\ttax\tbenefit\tfor\tshare-based\tcompensation | (14) | (7) | — |
| Restricted\tstock\tinstruments\tsettled\tin\tcash\tfor\ttaxes | (14) | (22) | — |
| Fair\tvalue\tadjustment\tfor\tliability\tunder\tthe\tFramework\tAgreement | — | — | (35) |
| Fair\tvalue\tadjustment\tfor\tthe\tVisa\tEurope\tput\toption | (79) | — | — |
| Interest\tearned\ton\tlitigation\tescrow,\tnet\tof\ttax | (1) | (15) | (13) |
| Net\trecognized\t(gain)\tloss\ton\tinvestment\tsecurities,\tincluding\tother-than-temporary\timpairment | (21) | 5 | 34 |
| Asset\timpairment | 3 | 11 | 34 |
| Loss\ton\tdisposal\tof\tproperty,\tequipment\tand\ttechnology | — | 2 | — |
| Amortization\tof\tvolume\tand\tsupport\tincentives | 1,560 | 1,234 | 1,161 |
| Litigation\tprovision\tand\taccretion | (18) | 95 | 1,601 |
| Equity\tin\tearnings\tof\tunconsolidated\taffiliates | 7 | — | (1) |
| Deferred\tincome\ttaxes | 249 | 297 | (27) |
| Change\tin\toperating\tassets\tand\tliabilities: |  |  |  |
| Trading\tsecurities | (1) | 34 | — |
| Accounts\treceivable | (7) | (102) | (24) |
| Settlement\treceivable | 203 | 526 | (543) |
| Volume\tand\tsupport\tincentives | (1,386) | (1,136) | (1,378) |
| Other\tassets | (41) | (109) | (158) |
| Accounts\tpayable | (21) | (3) | (10) |
| Settlement\tpayable | (245) | (461) | 451 |
| Accrued\tcompensation\tand\tbenefits | (26) | (23) | (115) |
| Accrued\tand\tother\tliabilities | 191 | 213 | (33) |
| Accrued\tlitigation | (1,002) | (2,201) | (1,525) |
| Member\tdeposits | — | — | (3) |
| Net\tcash\tprovided\tby\toperating\tactivities | 2,691 | 558 | 531 |
| Investing\tActivities |  |  |  |
| Investment\tsecurities,\tavailable-for-sale: |  |  |  |
| Purchases | (11) | (7) | (1,509) |
| Proceeds\tfrom\tsales\tand\tmaturities | 67 | 297 | 2,458 |
| Distribution\tfrom\tmoney\tmarket\tinvestment | 89 | 884 | — |
| Reclassification\tof\tmoney\tmarket\tinvestment | — | — | (983) |
| Purchases\tof/contributions\tto\tother\tinvestments | (17) | (48) | (25) |
| Proceeds\tfrom\tsale\tof\tother\tinvestments | 9 | 1,008 | — |
| Dividends/distributions\tfrom\tother\tinvestments | 2 | 2 | 22 |
| Acquisition,\tnet\tof\tcash\treceived\tof\t$147 | (1,805) | — | — |
| Cash\tacquired\tthrough\treorganization | — | — | 1,002 |
| Purchases\tof\tproperty,\tequipment\tand\ttechnology | (241) | (306) | (415) |
| Proceeds\tfrom\tdisposal\tof\tproperty,\tequipment\tand\ttechnology | 3 | — | 4 |
| Net\tcash\t(used\tin)\tprovided\tby\tinvesting\tactivities | (1,904) | 1,830 | 554 |

# CONSOLIDATED	STATEMENTS	OF	CASH	FLOWS—(Continued)

| Proceeds	from	short-term	borrowing | — | — | 2 |
| :--- | :--- | :--- | :--- |
| Payments\ton\tshort-term\tborrowing | — | — | (2) |
| Proceeds\tfrom\tsale\tof\tcommon\tstock,\tnet\tof\tissuance\tcosts\tof\t$550 | — | — | 19,100 |
| Excess\ttax\tbenefit\tfor\tshare-based\tcompensation | 14 | 7 | — |
| Cash\tproceeds\tfrom\texercise\tof\tstock\toptions | 56 | 32 | — |
| Funding\tof\tlitigation\tescrow\taccount—Retrospective\tResponsibility\tPlan | (500) | (1,800) | (3,000) |
| Payment\tfrom\tlitigation\tescrow\taccount—Retrospective\tResponsibility\tPlan | 280 | 2,028 | 1,085 |
| Funding\tof\ttax\tescrow\taccount\tfor\tincome\ttax\twithheld\ton\tstock\tproceeds | — | — | (116) |
| Payments\tfrom\ttax\tescrow\taccount | — | — | 116 |
| Payment\tfor\tredemption\tof\tstock | — | (2,646) | (13,446) |
| Dividends\tpaid | (368) | (318) | (93) |
| Principal\tpayments\ton\tdebt | (12) | (50) | (18) |
| Principal\tpayments\ton\tcapital\tlease\tobligations | (12) | (4) | (4) |
| Repurchase\tof\tclass\tA\tcommon\tstock | (1,000) | — | — |
| Net\tcash\t(used\tin)\tprovided\tby\tfinancing\tactivities | (1,542) | (2,751) | 3,624 |
| Effect\tof\texchange\trate\tchanges\ton\tcash\tand\tcash\tequivalents | 5 | 1 | (5) |
| (Decrease)\tincrease\tin\tcash\tand\tcash\tequivalents | (750) | (362) | 4,704 |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tyear | 4,617 | 4,979 | 275 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tyear | $3,867 | $4,617 | $4,979 |
| Supplemental\tDisclosure\tof\tCash\tFlow\tInformation |  |  |  |
| Income\ttaxes\tpaid,\tnet\tof\trefunds | $1,291 | $1,172 | $678 |
| Amounts\tincluded\tin\taccounts\tpayable\tand\taccrued\tand\tother\tliabilities\trelated\tto\tpurchases |  |  |  |
| of\tproperty,\tequipment\tand\ttechnology | $31 | $18 | $32 |
| Interest\tpayments\ton\tdebt | $4 | $7 | $8 |
| Common\tstock\tissued\tin\treorganization | $— | $— | $ 17,935 |
| Assets\tacquired\tin\tjoint\tventure\twith\tnote\tpayable\tand\tequity\tinterest\tissued | $— | $22 | $— |

# NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS

# (in	millions,	except	as	noted)

# Note	1—Summary	of	Significant	Accounting	Policies

Organization.	Visa	Inc.	("Visa"	or	the	"Company")	is	a	global	payments	technology	company	that	connects	consumers,	businesses,	banks	and governments	around	the	world,	enabling	them	to	use	digital	currency	instead	of	cash	and	checks.	Visa	and	its	wholly-owned	consolidated	subsidiaries, including	Visa	U.S.A.	Inc.	("Visa	U.S.A."),	Visa	International	Service	Association	("Visa	International"),	Visa	Worldwide	Pte.	Limited	("VWPL"),	Visa Canada	Corporation	("Visa	Canada"),	Inovant	LLC	("Inovant")	and	CyberSource	Corporation	("CyberSource"),	operate	the	world's	largest	retail	electronic payments	network.	The	Company	provides	financial	institutions	with	payment	processing	platforms	that	encompass	consumer	credit,	debit,	prepaid	and commercial	payments,	and	facilitates	global	commerce	through	the	transfer	of	value	and	information	among	financial	institutions,	merchants,	consumers, businesses	and	government	entities.	The	Company	does	not	issue	cards,	set	fees,	or	determine	the	interest	rates	consumers	will	be	charged	on	Visa- branded	cards,	which	are	the	independent	responsibility	of	the	Company's	issuing	clients.	In	order	to	respond	to	industry	dynamics	and	enhance	Visa's ability	to	compete,	Visa	undertook	a	reorganization	in	October	2007,	and	in	March	2008	the	Company	completed	its	initial	public	offering,	or	the	IPO.	See Note	2—The	Reorganization.	In	July	2010,	the	Company	completed	its	acquisition	of	CyberSource	in	order	to	expand	the	Company's	online	payment, fraud,	and	security	management	capabilities	and	to	accelerate	its	growth	in	eCommerce.	The	results	of	CyberSource	are	included	in	the	Company's results	from	the	acquisition	date.	See	Note	6—CyberSource	Acquisition.

Consolidation	and	basis	of	presentation.	The	consolidated	financial	statements	include	the	accounts	of	Visa	Inc.	and	its	consolidated	entities	and are	presented	in	accordance	with	accounting	principles	generally	accepted	in	the	United	States	of	America	("GAAP").	The	Company	consolidates	all entities	that	are	controlled	by	ownership	of	a	majority	voting	interest	as	well	as	variable	interest	entities	for	which	the	Company	is	the	primary	beneficiary. Non-controlling	interests	are	reported	as	a	component	of	equity.	All	significant	intercompany	accounts	and	transactions	are	eliminated	in	consolidation. Certain	reclassifications,	not	affecting	net	income,	have	been	made	to	prior	period	information	to	conform	to	the	current	period	presentation	format, including	reclassification	of	$85	million	and	$115	million	of	contractor	expense,	which	was	previously	reported	in	professional	and	consulting	fees,	to personnel	for	fiscal	years	2009	and	2008,	respectively.

The	Company	has	one	reportable	segment,	"Payment	Services".	The	Company's	activities	are	interrelated	and	each	activity	is	dependent	upon	and supportive	of	the	other.	Accordingly,	all	significant	operating	decisions	are	based	on	analysis	of	Visa	Inc.	as	a	single	global	business.

Use	of	estimates.	The	preparation	of	consolidated	financial	statements	in	conformity	with	GAAP	requires	management	to	make	estimates	and assumptions	about	future	events.	These	estimates	and	assumptions	affect	the	reported	amounts	of	assets	and	liabilities	and	disclosure	of	contingent assets	and	liabilities	at	the	date	of	the	consolidated	financial	statements	and	reported	amounts	of	revenues	and	expenses	during	the	reporting	period. Future	actual	results	could	materially	differ	from	these	estimates.	The	use	of	estimates	in	specific	accounting	policies	is	described	further	below	as appropriate.

Cash	and	cash	equivalents.	Cash	and	cash	equivalents	include	cash	and	certain	highly	liquid	investments	with	original	maturities	of	90	days	or	less from	the	date	of	purchase.	Cash	equivalents	are	recorded	at	cost,	which	approximates	fair	value.

# NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS—(Continued)

Restricted	cash—litigation	escrow.	The	Company	deposited	funds	from	the	IPO	and	its	own	funds	into	an	escrow	account	from	which	settlements of,	or	judgments	in,	the	covered	litigation	will	be	paid.	See	Note	4—Retrospective	Responsibility	Plan	for	discussion	of	covered	litigation.	The	escrow funds	are	held	in	money	market	investments	together	with	the	income	earned,	less	applicable	taxes	payable,	and	classified	as	restricted	cash	on	the consolidated	balance	sheet.	The	amount	of	the	escrow	account,	equivalent	to	the	actual	undiscounted	amount	of	payments	expected	to	be	made	beyond one	year	from	the	balance	sheet	date	for	settled	claims,	is	classified	as	a	non-current	asset.	Interest	earned	on	escrow	funds	is	included	in	investment income,	net,	on	the	consolidated	statement	of	operations.

Investments	and	fair	value.	The	Company	measures	certain	required	assets	and	liabilities	at	fair	value.	Fair	value	is	the	price	that	would	be received	to	sell	an	asset	or	paid	to	transfer	a	liability	in	an	orderly	transaction	between	market	participants	at	the	measurement	date.	Fair	value measurements	are	reported	under	a	three-level	valuation	hierarchy.	The	classification	of	the	Company's	financial	assets	and	liabilities	within	the hierarchy	is	as	follows:

Level	1—Inputs	to	the	valuation	methodology	are	unadjusted	quoted	prices	in	active	markets	for	identical	assets	or	liabilities.	The	fair	value	of	the Company's	cash	equivalents	(money	market	funds),	mutual	fund	equity	securities	and	exchange-traded	equity	securities	are	based	on	quoted	prices	and are	therefore	classified	as	Level	1.

Level	2—Inputs	to	the	valuation	methodology	can	include:	(1)	quoted	prices	in	active	markets	for	similar	(not	identical)	assets	or	liabilities; (2)	quoted	prices	for	identical	or	similar	assets	in	non-active	markets;	(3)	inputs	other	than	quoted	prices	that	are	observable	for	the	asset	or	liability;	or (4)	inputs	that	are	derived	principally	from	or	corroborated	by	observable	market	data.

Level	2	assets	include	U.S.	government-sponsored	debt	securities	for	which	fair	value	is	based	on	quoted	prices	in	active	markets	for	similar assets,	and	other	observable	inputs.	Foreign	exchange	derivative	instruments	in	an	asset	or	liability	position	are	also	classified	in	Level	2	and	are	valued using	inputs	that	are	derived	principally	from	or	corroborated	with	observable	market	data.

Level	3—Inputs	to	the	valuation	methodology	are	unobservable	and	cannot	be	corroborated	by	observable	market	data.	Inputs	reflect	the	use	of significant	management	judgment	via	the	use	of	pricing	models	for	which	the	assumptions	include	estimates	of	market	participant	assumptions.	Level	3 assets	include	the	Company's	auction	rate	securities,	corporate	debt	securities,	mortgage	backed	securities	and	other	asset	backed	securities.	Level	3 liabilities	include	the	Visa	Europe	put	option.	See	Note	3—Visa	Europe.

Effective	fiscal	2010,	the	Company	adopted	guidance	issued	by	the	Financial	Accounting	Standards	Board	("FASB")	that	allows	companies	to	use net	asset	value	per	share	as	a	fair	value	measurement	without	further	adjustment	as	a	practical	expedient.	The	adoption	did	not	have	a	material	impact on	the	consolidated	financial	statements.	Additional	disclosures	required	are	not	presented	because	the	related	investments	are	not	material	to	the overall	consolidated	financial	statements.

Furthermore,	the	Company	adopted	FASB	guidance	to	disclose	significant	transfers	into	and	out	of	Level	1	and	Level	2	of	the	fair	value	hierarchy. The	guidance	also	clarified	existing	disclosure	requirements	for	the	disaggregation	of	assets	and	liabilities	presented	and	discussion	of	inputs	and valuation	techniques.	See	Note	5—Investments	and	Fair	Value	Measurements.

Available-for-sale	securities	include	investments	in	debt	and	marketable	equity	securities.	These	securities	are	recorded	at	cost	at	the	time	of purchase	and	are	carried	at	fair	value.	The	Company	classifies	its	debt	and	marketable	equity	securities	as	available-for-sale	to	meet	its	operational needs.	Investments	with	original	maturities	greater	than	90	days	and	stated	maturities	less	than	one	year	from	the	balance	sheet	date	are	current	assets, while	those	with	stated	maturities	greater	than	one	year	from	the	balance	sheet	date	are	non-current	assets.	Unrealized	gains	and	losses	are	reported	in accumulated	other	comprehensive	income	(loss)	on	the	consolidated	balance	sheets.	The	specific	identification	method	is	used	to	determine	realized gain	or	loss.	Dividend	and	interest	income	are	recognized	when	earned	and	are	included	in	investment	income,	net	on	the	consolidated	statements	of operations.

The	Company	evaluates	its	debt	securities	for	other-than-temporary	impairment,	or	OTTI,	on	an	ongoing	basis.	OTTI	is	assessed	when	fair	value	is below	amortized	cost.	OTTI	can	be	triggered	when	a	company	has	the	intent	to	sell	a	security,	is	more	likely	than	not	required	to	sell	the	security	before recovery	of	the	amortized	cost	basis,	or	does	not	expect	to	recover	the	entire	amortized	cost	basis	of	the	security.	The	Company	has	not	presented required	separate	disclosures	because	its	gross	unrealized	loss	positions	in	debt	securities	for	the	periods	presented	are	not	material.	In	addition,	the credit	and	non-credit	loss	components	of	debt	securities	on	the	balance	sheet	for	which	OTTI	was	previously	recognized	were	not	material.	The Company	had	no	OTTI	for	available-for-sale	debt	securities	during	fiscal	2010.	The	Company	recognized	OTTI	of	$9	million	during	fiscal	2009	primarily related	to	corporate	debt,	mortgage	backed	and	asset	backed	securities,	and	$9	million	during	fiscal	2008	primarily	related	to	auction	rate	securities.

Trading	assets	include	mutual	fund	equity	security	investments	related	to	various	employee	compensation	and	benefit	plans.	The	trading	activity	of these	investments	is	dependent	upon	the	actions	of	the	Company's	employees.	Interest	and	dividend	income	and	changes	in	fair	value	are	recorded	in investment	income,	net,	and	offset	in	personnel	expense	on	the	consolidated	statements	of	operations.

The	Company	uses	the	equity	method	of	accounting	for	investments	in	other	entities	when	it	holds	between	20%	and	50%	ownership	in	the	entity or	when	it	exercises	significant	influence.	Under	the	equity	method,	the	Company's	share	of	each	entity's	profit	or	loss	is	reflected	in	equity	in	earnings	of unconsolidated	affiliates	on	the	consolidated	statements	of	operations.	The	equity	method	of	accounting	is	also	used	for	flow-through	entities	such	as limited	partnerships	and	limited	liability	companies	when	the	investment	ownership	percentage	is	equal	to	or	greater	than	5%	of	outstanding	ownership interests,	regardless	of	whether	the	Company	has	significant	influence	over	the	investees.

The	Company	accounts	for	investments	in	other	entities	under	the	historical	cost	method	of	accounting	when	it	holds	less	than	20%	ownership	in the	entity	or	for	flow-through	entities	when	the	investment	ownership	is	less	than	5%,	and	the	Company	does	not	exercise	significant	influence.	These investments	consist	of	equity	holdings	in	non-public	companies	and	are	recorded	in	other	assets	on	the	consolidated	balance	sheets.

The	Company	regularly	reviews	investments	accounted	for	under	the	cost	and	equity	methods	for	possible	impairment,	which	generally	involves	an analysis	of	the	facts	and	changes	in	circumstances	influencing	the	investment,	expectations	of	the	entity's	cash	flows	and	capital	needs,	and	the	viability of	its	business	model.

Financial	instruments.	The	Company	considers	the	following	to	be	financial	instruments:	cash	and	cash	equivalents,	restricted	cash-litigation escrow,	trading	and	available-for	sale	investments,	the	Reserve	Primary	Fund	(see	Note	7—Prepaid	Expenses	and	Other	Assets),	accounts	receivable, non-marketable	equity	investments,	customer	collateral,	accounts	payable,	debt,	settlement	guarantees,	derivative	instruments,	the	Visa	Europe	put option,	and	settlement	receivable	and	payable.	The	estimated	fair	value	of	such	instruments	at	September	30,	2010	approximates	their	carrying	value	as reported	on	the	consolidated	balance	sheets	except	as	otherwise	disclosed,	or	as	deemed	impracticable	to	estimate	the	fair	value,	such	as	for	non- marketable	equity	investments.	See	Note	5—Investments	and	Fair	Value	Measurements.

Settlement	receivable	and	payable.	The	Company	operates	systems	for	clearing	and	settling	customer	payment	transactions.	Net	settlements	are generally	cleared	within	one	to	two	business	days,	resulting	in	amounts	due	to	and	from	clients.	These	settlement	receivables	and	payables	are	stated	at cost	and	are	presented	gross	on	the	consolidated	balance	sheets.

Customer	collateral.	The	Company	holds	cash	deposits	and	other	non-cash	assets	from	certain	clients	in	order	to	ensure	their	performance	of settlement	obligations	arising	from	credit,	debit	and	travelers	cheque	product	clearings.	The	cash	collateral	assets	are	restricted	and	fully	offset	by corresponding	liabilities	and	both	balances	are	presented	on	the	consolidated	balance	sheets.	Non-cash	collateral	assets	are	held	on	behalf	of	the Company	by	a	third	party	and	are	not	recorded	on	the	consolidated	balance	sheets.	See	Note	13—Settlement	Guarantee	Management.

Property,	equipment	and	technology,	net.	Property,	equipment	and	technology,	net	are	recorded	at	historical	cost	less	accumulated	depreciation and	amortization,	which	are	computed	on	a	straight-line	basis	over	the	asset's	estimated	useful	life.	Depreciation	and	amortization	of	technology, furniture,	fixtures	and	equipment	are	computed	over	estimated	useful	lives	ranging	from	2	to	7	years.	Capital	leases	are	amortized	over	the	lease	term and	leasehold	improvements	are	amortized	over	the	shorter	of	the	useful	life	of	the	asset	or	lease	term.	Building	improvements	are	depreciated	between 3	and	40	years,	and	buildings	are	depreciated	over	40	years.	Improvements	that	increase	functionality	of	the	asset	are	capitalized	and	depreciated	over the	asset's	remaining	useful	life.	Land	and	construction-in-progress	are	not	depreciated.	Fully	depreciated	assets	are	retained	in	property,	equipment	and technology,	net,	until	removed	from	service.

Technology	includes	purchased	and	internally	developed	software,	including	technology	assets	acquired	in	the	July	2010	CyberSource	acquisition. Internally	developed	software	represents	software	primarily	used	by	the	VisaNet	electronic	payment	network.	Internal	and	external	costs	incurred	during the	preliminary	project	stage	are	expensed	as	incurred.	Qualifying	costs	incurred	during	the	application	development	stage	are	capitalized.	Once	the project	is	substantially	complete	and	ready	for	its	intended	use	these	costs	are	amortized	on	a	straight-line	basis	over	the	technology's	estimated	useful life.

The	Company	evaluates	the	recoverability	of	long-lived	assets	for	impairment	whenever	events	or	changes	in	circumstances	indicate	that	the carrying	amount	of	an	asset	or	asset	group	may	not	be	recoverable.	If	the	sum	of	expected	undiscounted	future	cash	flows	is	less	than	the	carrying amount	of	an	asset	or	asset	group,	an	impairment	loss	is	recognized.	The	loss	is	measured	as	the	amount	by	which	the	carrying	amount	of	the	asset	or asset	group	exceeds	its	fair	value.

Leases.	The	Company	enters	into	operating	and	capital	leases	for	the	use	of	premises,	software	and	equipment.	Rent	expense	related	to	lease agreements	which	contain	lease	incentives	is	recorded	on	a	straight-line	basis.

Intangible	assets,	net.	The	Company	records	identifiable	intangible	assets	at	fair	value	on	the	date	of	acquisition	and	evaluates	the	useful	life	of each	asset.	Finite-lived	intangible	assets	are	amortized	on	a	straight-line	basis	and	are	tested	for	recoverability	whenever	events	or	changes	in circumstances	indicate	that	their	carrying	amounts	may	not	be	recoverable.	Intangible	assets	with	indefinite	useful	lives	are	not	amortized	but	are evaluated	for	impairment	annually	or	whenever	events	or	changes	in	circumstances	indicate	that	impairment	may	exist.

Indefinite-lived	intangible	assets	consist	of	tradename,	customer	relationships	and	Visa	Europe	franchise	right	acquired	in	the	October	2007 reorganization.	The	Company	tests	each	category	of	indefinite-lived	intangible	assets	for	impairment	on	an	aggregate	basis,	which	may	require	the allocation	of	cash	flows	and/or	an	estimate	of	fair	value	to	those	assets	or	asset	group.	Impairment	exists	if	the	fair	value	of	the	indefinite-lived	intangible asset	is	less	than	the	carrying	value.	The	Company	relies	on	a	number	of	factors	when	completing	impairment	assessments,	including	a	review	of discounted	future	cash	flows,	business	plans	and	use	of	present	value	techniques.	The	Company	evaluated	its	indefinite-lived	intangible	assets	for impairment	as	of	July	1,	2010	and	concluded	there	was	no	impairment	as	of	that	date.

Finite-lived	intangible	assets	include	those	acquired	in	the	July	2010	CyberSource	acquisition,	and	consist	of	customer	relationships,	tradenames and	reseller	relationships.	These	intangibles	have	useful	lives	ranging	from	5	years	to	15	years.	Since	the	acquisition	of	CyberSource,	no	events	or changes	in	circumstances	indicate	that	impairment	exists.	See	Note	6—CyberSource	Acquisition	and	Note	9—Intangible	Assets,	Net.

Goodwill.	Goodwill	represents	the	excess	of	the	purchase	price	over	the	fair	value	of	the	net	assets	acquired	in	a	business	combination.	Goodwill is	not	amortized	but	is	evaluated	for	impairment	at	the	reporting	unit	level	annually	as	of	July	1 ,	or	whenever	events	or	changes	in	circumstances indicate	that	impairment	may	exist.	Impairment	is	reviewed	using	a	two-step	process.	The	first	step	compares	the	fair	value	of	the	reporting	unit	to	its carrying	value.	If	the	fair	value	exceeds	the	carrying	value,	no	impairment	exists,	and	the	second	step	is	not	performed.	If	the	fair	value	is	less	than	the carrying	value,	the	second	step	is	performed	to	compute	the	amount	of	the	impairment	by	comparing	the	implied	fair	value	of	reporting	unit	goodwill	with the	carrying	amount	of	that	goodwill.	The	Company	relies	on	a	number	of	factors	when	completing	impairment	assessments	including	a	review	of discounted	future	cash	flows,	business	plans	and	use	of	present	value	techniques. st

The	Company	evaluated	its	goodwill	for	impairment	on	July	1,	2010	and	concluded	there	was	no	impairment	as	of	that	date.	Subsequent	to	this annual	assessment,	the	Company	completed	the	CyberSource	acquisition	on	July	21,	2010,	which	resulted	in	additional	goodwill.	The	Company allocates	goodwill	to	reporting	units	based	on	the	reporting	unit	expected	to	benefit	from	the	acquisition.	No	recent	events	or	changes	in	circumstances indicate	that	impairment	exists	as	reflected	by	the	Company's	overall	business	performance	and	market	capitalization.

Volume	and	support	incentives.	The	Company	enters	into	incentive	agreements	with	clients,	merchants,	and	other	business	partners	designed	to build	payments	volume	and	to	increase	product	acceptance.	These	incentives	are	generally	accounted	for	as	reductions	of	operating	revenues,	or

expenses	where	an	identifiable	benefit	can	be	established.	The	Company	generally	capitalizes	certain	incentive	payments	under	these	agreements	if certain	criteria	are	met.	The	capitalization	criteria	include	the	existence	of	future	benefits	to	Visa,	the	existence	of	legally	enforceable	recoverability clauses,	such	as	early	termination	clauses,	management's	ability	and	intent	to	enforce	the	recoverability	clauses	and	the	ability	to	generate	future earnings	from	the	agreement	in	excess	of	the	deferred	amounts.	Incentives	are	accrued	systematically	and	rationally	based	on	management's	estimate of	the	clients'	performance.	These	accruals	are	regularly	reviewed	and	estimates	of	performance	are	adjusted	as	appropriate.	Capitalized	amounts	are amortized	over	the	period	of	contractual	recoverability.

Accrued	litigation.	The	Company	evaluates	the	likelihood	of	an	unfavorable	outcome	in	legal	or	regulatory	proceedings	to	which	it	is	a	party	and records	a	loss	contingency	when	it	is	probable	that	a	liability	has	been	incurred	and	the	amount	of	the	loss	can	be	reasonably	estimated.	These judgments	are	subjective,	based	on	the	status	of	such	legal	or	regulatory	proceedings,	the	merits	of	the	Company's	defenses	and	consultation	with corporate	and	external	legal	counsel.	Actual	outcomes	of	these	legal	and	regulatory	proceedings	may	materially	differ	from	the	Company's	estimates. Litigation	accruals	associated	with	settled	obligations	to	be	paid	over	periods	longer	than	one	year	are	initially	recorded	using	the	present	value	of	future payment	obligations.	The	obligation	is	accreted	to	its	full	payment	value	with	the	corresponding	accretion	charge	included	in	interest	expense	on	the consolidated	statement	of	operations.	The	Company	expenses	legal	costs	as	incurred	in	professional	and	consulting	fees.	See	also	Note	22—Legal Matters.

Revenue	recognition.	The	Company's	operating	revenues	are	comprised	principally	of	service	revenues,	data	processing	revenues,	international transaction	revenues	and	other	revenues,	reduced	by	costs	incurred	under	volume	and	support	incentives.	The	Company	recognizes	revenue	when	the price	is	fixed	or	determinable,	persuasive	evidence	of	an	arrangement	exists,	the	service	is	performed	and	collectability	of	the	resulting	receivable	is reasonably	assured.

Service	revenues	predominantly	represent	payments	by	clients	with	respect	to	their	card	programs	carrying	marks	of	the	Visa	brand	and	are	based principally	upon	spending	on	Visa-branded	cards	for	goods	and	services.	Current	quarter	service	revenues	are	primarily	assessed	using	a	calculation	of pricing	applied	to	the	prior	quarter's	payments	volume.	The	Company	also	earns	revenues	from	assessments	designed	to	support	ongoing	acceptance and	volume	growth	initiatives.	These	revenues	are	recognized	in	the	same	period	the	related	volume	is	transacted.

Data	processing	revenues	represent	revenues	earned	for	authorization,	clearing,	settlement,	transaction	processing	services	and	other maintenance	and	support	services	that	facilitate	transaction	and	information	processing	among	the	Company's	clients	globally	and	Visa	Europe.	These revenues	are	recognized	in	the	same	period	the	related	transactions	occur	or	services	are	rendered.	Data	processing	revenues	also	include	revenues earned	for	transactions	processed	by	CyberSource's	online	payment	gateway.

International	transaction	revenues	are	assessed	to	clients	on	cardholder	transactions	where	the	cardholder's	issuer	country	is	different	from	the merchant's	country.	Revenues	from	these	cross-border	transactions	are	recognized	in	the	same	period	the	related	transactions	occur	or	services	are rendered.

Other	revenues	primarily	include	revenues	earned	from	Visa	Europe	in	connection	with	the	Visa	Europe	Framework	Agreement (see	Note	3—Visa Europe),	and	fees	from	cardholder	services	and	licensing	and	certification.	Other	revenues	also	include	optional	service	or	product	enhancements,	such as	extended	cardholder	protection	and	concierge	services.	Other	revenues	are	recognized	in	the	same	period	the	related	transactions	occur	or	services are	rendered.

Advertising,	marketing	and	promotion.	The	Company	expenses	costs	for	the	production	of	advertising	as	incurred.	The	cost	of	media	advertising	is expensed	when	the	advertising	takes	place.	Sponsorship	costs	are	recognized	over	the	period	in	which	the	Company	benefits	from	the	sponsorship rights.	Promotional	items	are	expensed	as	incurred,	when	the	related	services	are	received,	or	when	the	related	event	occurs.

Income	taxes.	The	Company's	income	tax	expense	consists	of	two	components:	current	and	deferred.	Current	income	tax	expense	represents taxes	to	be	paid	for	the	current	period.	Deferred	tax	assets	and	liabilities	are	recognized	for	the	future	tax	consequences	attributable	to	temporary differences	between	the	financial	statement	carrying	amounts	and	the	respective	tax	basis	of	existing	assets	and	liabilities,	and	operating	loss	and	credit carryforwards.	Deferred	tax	assets	and	liabilities	are	measured	using	enacted	tax	rates	expected	to	apply	to	taxable	income	in	the	years	in	which	those temporary	differences	are	expected	to	be	recovered	or	settled.	In	assessing	whether	deferred	tax	assets	are	realizable,	management	considers	whether	it is	more	likely	than	not	that	some	portion	or	all	of	the	deferred	tax	assets	will	not	be	realized.	A	valuation	allowance	is	recorded	for	the	portions	that	are not	expected	to	be	realized	based	on	the	level	of	historical	taxable	income,	projections	of	future	taxable	income	over	the	periods	in	which	the	temporary differences	are	deductible,	and	allowable	tax	planning	strategies.

Where	interpretation	of	the	tax	law	may	be	uncertain,	the	Company	recognizes,	measures	and	discloses	income	tax	uncertainties.	The	Company accounts	for	interest	expense	and	penalties	related	to	uncertain	tax	positions	in	other	income	(expense)	in	the	consolidated	statement	of	operations.

The	Company	files	a	consolidated	federal	income	tax	return	and,	in	certain	states,	combined	state	tax	returns.	Foreign	taxes	paid	are	generally deducted	to	reduce	federal	income	taxes	payable.

Pension	and	other	postretirement	benefit	plans .	The	Company's	defined	benefit	pension	and	other	postretirement	benefit	plans	are	actuarially evaluated,	incorporating	various	critical	assumptions	including	the	discount	rate	and	the	expected	rate	of	return	on	plan	assets	(for	qualified	pension plans).	The	discount	rate	is	based	on	matching	the	duration	of	a	pool	of	high	quality	corporate	bonds	to	the	expected	benefit	payment	stream,	and	is	used to	determine	the	present	value	of	the	Company's	future	benefit	obligations.	The	expected	rate	of	return	on	pension	plan	assets	considers	the	current	and expected	asset	allocation,	as	well	as	historical	and	expected	returns	on	each	plan	asset	class.	Any	difference	between	actual	and	expected	plan experience,	including	asset	return	experience,	in	excess	of	a	10%	corridor	is	recognized	in	net	periodic	pension	cost	over	the	expected	average employee	future	service	period,	approximately	8	years	for	United	States	plans.	Other	assumptions	involve	demographic	factors	such	as	retirement, mortality,	attrition	and	the	rate	of	compensation	increases.	The	Company	evaluates	assumptions	annually	and	modifies	them	as	appropriate.

The	Company	recognizes	the	funded	status	of	its	benefit	plans	in	its	consolidated	balance	sheet	as	a	separate	component	of	accumulated	other comprehensive	income	(loss)	within	equity.	The

Company	immediately	recognizes	settlement	losses	when	it	settles	pension	benefit	obligations,	including	making	lump-sum	cash	payments	to	plan participants	in	exchange	for	their	rights	to	receive	specified	pension	benefits,	when	certain	thresholds	are	met.	The	Company	began	including	annual disclosures	about	the	fair	value	of	its	pension	plan	assets	in	fiscal	2010,	as	required.	See	Note	12—Pension,	Postretirement	and	Other	Benefits.

Foreign	currency	remeasurement	and	translation.	The	Company's	functional	currency	is	the	U.S.	dollar	for	the	majority	of	its	foreign	operations. Transactions	denominated	in	currencies	other	than	the	applicable	functional	currency	are	converted	to	the	functional	currency	at	the	exchange	rate	on the	transaction	date.	At	period	end,	monetary	assets	and	liabilities	are	remeasured	to	the	functional	currency	using	exchange	rates	in	effect	at	the balance	sheet	date.	Non-monetary	assets	and	liabilities	are	remeasured	at	historical	exchange	rates.	Gains	and	losses	related	to	conversion	and remeasurement	are	recorded	in	administrative	and	other	in	the	consolidated	statements	of	operations.

The	functional	currency	for	Visa	Canada	is	the	Canadian	dollar.	Translation	from	the	Canadian	dollar	to	the	U.S.	dollar	is	performed	for	balance sheet	accounts	using	exchange	rates	in	effect	at	the	balance	sheet	date	and	for	revenue	and	expense	accounts	using	an	average	exchange	rate	for	the period.	Resulting	translation	adjustments	are	reported	as	a	component	of	accumulated	other	comprehensive	income	(loss)	on	the	consolidated	balance sheets.

Derivative	financial	instruments.	The	Company	uses	forward	foreign	exchange	contracts	to	reduce	its	exposure	to	foreign	currency	rate	changes	on non-functional	currency	denominated	forecasted	operating	revenues	and	expenses.	Derivatives	are	carried	at	fair	value	on	the	consolidated	balance sheets.	Gains	and	losses	resulting	from	changes	in	fair	value	of	derivative	instruments	are	accounted	for	either	in	accumulated	other	comprehensive income	(loss)	on	the	consolidated	balance	sheets,	or	in	the	consolidated	statements	of	operations	(in	the	corresponding	account	where	revenue	or expense	is	hedged,	or	to	administrative	and	other	for	hedge	amounts	determined	to	be	ineffective)	depending	on	whether	they	are	designated	and	qualify for	hedge	accounting.	Fair	value	represents	the	difference	in	the	value	of	the	contracts	at	the	contractual	rate	and	the	value	at	current	market	rates,	and generally	reflects	the	estimated	amounts	that	the	Company	would	receive	or	pay	to	terminate	the	contracts	at	the	reporting	date	based	on	broker	quotes for	the	same	or	similar	instruments.

Additional	disclosures	that	demonstrate	how	derivative	instruments	and	related	hedged	items	affect	an	entity's	financial	position,	financial performance	and	cash	flows	have	not	been	presented	because	the	impact	of	derivative	instruments	is	immaterial	to	the	overall	consolidated	balance sheets,	statements	of	operations	and	statements	of	comprehensive	income.	See	Note	14—Derivative	Financial	Instruments.

Guarantees	and	indemnifications.	The	Company	recognizes	an	obligation	for	guarantees	and	indemnifications	at	inception	if	the	fair	value	is estimable,	regardless	of	the	probability	of	occurrence.	The	Company	indemnifies	issuing	and	acquiring	clients	from	settlement	losses	suffered	by	the failure	of	any	other	customer	to	honor	drafts,	travelers	cheques,	or	other	instruments	processed	in	accordance	with	Visa's	operating	regulations.	The estimated	fair	value	of	the	liability	for	settlement	indemnification	is	included	in	accrued	liabilities	on	the	consolidated	balance	sheets	and	is	described	in Note	13—Settlement	Guarantee	Management.	The	Company	also	indemnifies	Visa	Europe	for	any	claims	brought	against	Visa	Europe	arising	out	of	the provision	of	services	by	Visa	Inc.'s	customer	financial	institutions,	as	described	in	Note	3—Visa	Europe.

Share-based	compensation.	The	Company	recognizes	share-based	compensation	cost	using	the	fair	value	method	of	accounting.	The	Company recognizes	compensation	cost	for	awards	with	only	service	conditions	on	a	straight-line	basis	over	the	requisite	service	period,	which	is	generally	the vesting	period.	Compensation	cost	for	performance	and	market	condition	based	awards	is	initially	estimated	based	on	target	performance	and	is	adjusted as	appropriate	based	on	management's	best	estimate	throughout	the	performance	period.	See	Note	18—Share-based	Compensation.

Earnings	per	share.	The	Company	calculates	earnings	per	share	using	the	two-class	method	to	reflect	the	different	rights	of	each	class	and	series of	outstanding	common	stock.	The	dilutive	effect	of	incremental	common	stock	equivalents	is	reflected	in	diluted	earnings	per	share	by	application	of	the treasury	stock	method.	See	Note	17—Earnings	Per	Share.	Beginning	in	the	first	quarter	of	fiscal	2010,	the	Company	included	unvested	instruments granted	in	share-based	payment	transactions	that	have	non-forfeitable	rights	to	dividends	or	dividend	equivalents	in	the	calculation	of	earnings	per	share as	a	separate	class	of	security.	This	change	did	not	result	in	any	impact	to	fiscal	2009	and	2008	full	year	diluted	class	A	net	income	per	share.

# Recently	Issued	Accounting	Pronouncements

In	June	2009,	the	FASB	issued	Accounting	Standards	Codification	("ASC")	810-10,	"Consolidation",	which	changes	how	a	company	determines when	an	entity	that	is	insufficiently	capitalized	or	is	not	controlled	through	voting	(or	similar	rights)	should	be	consolidated.	The	determination	of	whether	a company	is	required	to	consolidate	an	entity	is	based	on,	among	other	things,	an	entity's	purpose	and	design	and	a	company's	ability	to	direct	the activities	of	the	entity	that	most	significantly	impact	the	entity's	economic	performance.	The	Company	will	adopt	ASC	810-10	effective	October	1,	2010. Early	adoption	is	prohibited.	The	adoption	is	not	expected	to	have	a	material	impact	on	the	consolidated	financial	statements.

In	October	2009,	the	FASB	issued	Accounting	Standards	Update	("ASU")	2009-13,	which	addresses	the	accounting	for	multiple-deliverable revenue	arrangements	to	enable	vendors	to	account	for	products	or	services	(deliverables)	separately	rather	than	as	a	combined	unit.	The	Company	will adopt	ASU	2009-13	effective	October	1,	2010.	The	adoption	is	not	expected	to	have	a	material	impact	on	the	consolidated	financial	statements.

In	January	2010,	the	FASB	issued	ASU	2010-06,	which	requires	additional	information	in	the	roll-forward	of	Level	3	assets	and	liabilities,	including the	presentation	of	purchases,	sales,	issuances	and	settlements	on	a	gross	basis.	This	ASU	impacts	disclosures	only.	The	Company	will	adopt	this guidance	in	the	second	quarter	of	fiscal	2011.	See	Note	5—Investments	and	Fair	Value	Measurements.

# Note	2—The	Reorganization

In	a	series	of	transactions	from	October	1	to	October	3,	2007,	Visa	undertook	a	reorganization	in	which	Visa	U.S.A.,	Visa	International,	Visa Canada	and	Inovant	became	direct	or	indirect	subsidiaries	of	Visa	Inc.	and	the	retrospective	responsibility	plan	was	established.	See	Note	4— Retrospective	Responsibility	Plan.	The	Company	reflected	the	reorganization	as	a	single	transaction	occurring	on	October	1,	or	the	reorganization	date, using	the	purchase	method	of	accounting	with	Visa	U.S.A.	as	the	accounting	acquirer.	Visa	Europe	did	not	become	a	subsidiary	of	Visa	Inc.,	but	rather remained	owned	and	governed	by	its	European	member	financial	institutions.	See	Note	3—Visa	Europe.

The	Company	issued	different	classes	and	series	of	common	stock	in	the	reorganization	reflecting	the	different	rights	and	obligations	of	the	Visa financial	institution	members	and	Visa	Europe.	Total	shares	authorized	and	issued	in	the	reorganization	totaled	approximately	775	million	shares	of	class B	and	class	C	common	stock.	A	significant	portion	of	the	common	stock	issued	to	Visa	Europe	was	redeemed	in	October	2008.	See	Note	16	—

# Stockholders'	Equity.

# Note	3—Visa	Europe

Under	the	terms	of	the	reorganization,	Visa	Europe	exchanged	its	ownership	interest	in	Visa	International	and	Inovant	for	Visa	Inc.	common	stock as	described	in	Note	2—The	Reorganization,	a	put-call	option	agreement	and	a	Framework	Agreement,	as	described	below.

Visa	Europe	Put	Option	Agreement.	The	Company	granted	Visa	Europe	a	perpetual	put	option,	which	if	exercised,	will	require	Visa	Inc.	to purchase	all	of	the	outstanding	shares	of	capital	stock	of	Visa	Europe	from	its	members.	The	Company	is	required	to	purchase	the	shares	of	Visa	Europe no	later	than	285	days	after	exercise	of	the	put	option.	The	put	option	provides	a	formula	for	determining	the	purchase	price	of	the	Visa	Europe	shares, which,	subject	to	certain	adjustments,	applies	Visa	Inc.'s	forward	price-to-earnings	multiple,	or	the	P/E	ratio	(as	defined	in	the	option	agreement),	at	the time	the	option	is	exercised	to	Visa	Europe's	adjusted	sustainable	income	for	the	forward	12-month	period,	or	the	adjusted	sustainable	income.	The calculation	of	Visa	Europe's	adjusted	sustainable	income	under	the	terms	of	the	put	option	agreement	includes	potentially	material	adjustments	for	cost synergies	and	other	negotiated	items.	Upon	exercise,	the	key	inputs	to	this	formula,	including	Visa	Europe's	adjusted	sustainable	income,	will	be	the result	of	negotiation	between	the	Company	and	Visa	Europe.	The	put	option	provides	an	arbitration	mechanism	in	the	event	that	the	two	parties	are unable	to	agree	on	the	ultimate	purchase	price.

At	September	30,	2010,	the	Company	revalued	the	put	option,	reducing	its	estimated	fair	value	to	approximately	$267	million	and	recorded corresponding	non-cash,	other	non-operating	income	of	$79	million.	This	reduction	in	value	was	primarily	the	result	of	declines	in	the	Company's	P/E ratio	during	the	second	half	of	fiscal	2010	and	does	not	reflect	any	change	in	the	likelihood	that	Visa	Europe	will	exercise	its	option.

While	this	amount	represents	the	fair	value	of	the	put	option	at	September	30,	2010,	it	does	not	represent	the	actual	purchase	price	that	the Company	may	be	required	to	pay	if	the	option	is	exercised,	which	could	be	several	billion	dollars	or	more.	The	fair	value	of	the	put	option	represents	the value	of	Visa	Europe's	option,	which	under	certain	conditions,	could	obligate	the	Company	to	purchase	its	member	equity	interest	for	an	amount	above fair	value.	While	the	put	option	is	in	fact	non-transferable,	its	fair	value	represents	the	Company's	estimate	of	the	amount	the	Company	would	be required	to	pay	a	third	party	market	participant	to	transfer	the	potential	obligation	in	an	orderly	transaction	at	the	measurement	date.

The	fair	value	of	the	put	option	is	computed	by	comparing	the	estimated	strike	price,	under	the	terms	of	the	Put	agreement,	to	the	estimated	fair value	of	Visa	Europe.	The	fair	value	of	Visa	Europe	is	defined	as	the	estimated	amount	a	third	party	market	participant	might	pay	in	an	arm's	length transaction	under	normal	business	conditions.	A	probability	of	exercise	assumption	is	applied	to	reflect	the	possibility	that	Visa	Europe	will	never	exercise its	option.

The	estimated	fair	value	of	the	put	option	represents	a	Level	3	accounting	estimate	due	to	a	lack	of	trading	in	active	markets	and	a	lack	of observable	inputs	in	measuring	fair	value.	See	Note	5—Investments	and	Fair	Value	Measurements.	The	valuation	of	the	put	option	therefore	requires substantial	judgment.	The	most	subjective	of	estimates	applied	in	valuing	the	put	option	are	the	assumed	probability	that	Visa	Europe	will	elect	to exercise	its	option	and	the	estimated	differential	between	the	P/E	ratio	and	the	P/E	ratio	applicable	to	Visa	Europe	on	a	standalone	basis	at	the	time	of exercise,	which	the	Company	refers	to	as	the	"P/E	differential".

Exercise	of	the	put	option	is	at	the	sole	discretion	of	Visa	Europe	(on	behalf	of	the	Visa	Europe	shareholders	pursuant	to	authority	granted	to	Visa Europe,	under	its	Articles	of	Association).	The	Company	estimates	the	assumed	probability	of	exercise	based	on	reasonably	available	information including,	but	not	limited	to:	(i)	Visa	Europe's	stated	intentions;	(ii)	indications	that	Visa	Europe	is	preparing	to	exercise	as	reflected	in	its	reported financial	results;	(iii)	evaluation	of	market	conditions,	including	the	regulatory	environment,	that	could	impact	the	potential	future	profitability	of	Visa Europe;	and	(iv)	qualitative	factors	applicable	to	Visa	Europe's	largest	members,	which	could	indicate	a	change	in	their	need	or	desire	to	liquidate	their investment	holdings.	Factors	impacting	the	assumed	P/E	differential	used	in	the	calculation	include	material	changes	in	the	P/E	ratio	of	Visa	Inc.	and those	of	a	group	of	comparable	companies	used	to	estimate	the	forward	price-to-earnings	multiple	applicable	to	Visa	Europe.

In	determining	the	fair	value	of	the	put	option	at	September	30,	2010,	the	Company	assumed	a	40%	probability	of	exercise	by	Visa	Europe	at	some point	in	the	future	and	an	estimated	long-term	P/E	differential	at	the	time	of	exercise	of	3.5x.	In	determining	the	fair	value	of	the	put	option	at September	30,	2009,	the	Company	assumed	a	40%	probability	of	exercise	by	Visa	Europe	and	an	estimated	long-term	P/E	differential	at	the	time	of exercise	of	5.3x.	The	decrease	in	the	P/E	differential	reflects	the	overall	decrease	in	Visa	Inc.'s	P/E	during	the	second	half	of	fiscal	2010.

The	put	option	is	exercisable	at	any	time	at	the	sole	discretion	of	Visa	Europe.	As	such,	the	put	option	liability	is	included	in	accrued	liabilities	on our	consolidated	balance	sheet	at	September	30,	2010.	Classification	in	current	liabilities	is	not	an	indication	of	management's	expectation	of	exercise and	simply	reflects	the	fact	that	the	obligation	resulting	from	the	exercise	of	the	instrument	could	become	payable	within	12	months.

Visa	Call	Option	Agreement.	Visa	Europe	granted	to	Visa	Inc.	a	perpetual	call	option	under	which	the	Company	may	be	entitled	to	purchase	all	of the	share	capital	of	Visa	Europe.	The	Company	may	exercise	the	call	option,	in	the	event	of	certain	triggering	events.	These	triggering	events	involve	the performance	of	Visa	Europe	measured	as	an	unremediated	decline	in	the	number	of	merchants	or	ATM's	in	the	Visa	Europe	region	that	accepts	Visa- branded	products.	The	Company	believes	the	likelihood	of	these	triggers	occurring	to	be	remote.

The	Framework	Agreement.	The	relationship	between	Visa	Inc.	and	Visa	Europe	is	governed	by	a	Framework	Agreement,	which	provides	for trademark	and	technology	licenses	and	bilateral	services	as	described	below.

The	Company	granted	to	Visa	Europe	exclusive,	irrevocable	and	perpetual	licenses	to	use	the	Visa	trademarks	and	technology	intellectual	property owned	by	the	Company	and	certain	affiliates	within	the	Visa	Europe	region	for	use	in	the	field	of	financial	services,	payments,	related	information

technology	and	information	processing	services	and	participation	in	the	Visa	system.	Visa	Europe	may	sublicense	the	Visa	trademarks	and	technology intellectual	property	to	its	members	and	other	sublicensees	under	agreed	upon	circumstances.

The	quarterly	base	fee	for	these	irrevocable	and	perpetual	licenses	is	recorded	in	other	revenues	and	is	approximately	$143	million	per	year, except	for	fiscal	2008	during	which	the	fee	was	$41	million	due	to	an	agreed	upon	formula.	A	liability	of	$132	million	representing	the	estimated	obligation to	provide	the	licenses	during	fiscal	2008	at	below	fair	value	was	included	in	the	total	purchase	consideration	in	the	reorganization,	and	fully	settled	upon redemption	of	Visa	Europe's	class	C	(series	II)	and	class	C	(series	III)	common	shares	in	October	2008.

Beginning	November	9,	2010,	the	quarterly	base	fee	is	adjusted	annually	based	on	the	annual	growth	of	the	gross	domestic	product	of	the European	Union,	although	the	adjustment	can	never	reduce	the	quarterly	base	fee	below	$143	million	per	year.	The	Company	determined	through	an analysis	of	the	fee	rates	implied	by	the	economics	of	the	agreement	that	the	quarterly	base	fee,	as	adjusted	in	future	periods	based	on	the	growth	of	the gross	domestic	product	of	the	European	Union,	approximates	fair	value.

Visa	Europe	must	comply	with	certain	agreed	upon	global	rules	governing	the	use	and	interoperability	of	the	Visa	trademarks	and	interoperability	of Visa	Inc.'s	systems	with	the	systems	of	Visa	Europe.	The	parties	will	also	guarantee	the	obligations	of	their	respective	clients	and	members	to	settle transactions,	manage	certain	relationships	with	sponsors,	clients	and	merchants,	and	comply	with	rules	relating	to	the	operation	of	the	Visa	enterprise. The	Company	will	indemnify	Visa	Europe	for	claims	arising	from	activities	in	the	field	of	financial	payment	and	processing	services	brought	outside	Visa Europe's	region	and	Visa	Europe	will	indemnify	Visa	Inc.	for	any	likewise	claims	brought	within	Visa	Europe's	region.	The	Company	has	not	recorded liabilities	associated	with	these	obligations	as	the	fair	value	of	such	obligations	was	determined	to	be	nominal	at	September	30,	2010	and	2009, respectively.

Visa	Inc.	also	provides	Visa	Europe	with	authorization,	clearing	and	settlement	services	for	cross-border	transactions	involving	Visa	Europe's region	and	the	rest	of	the	world.	During	fiscal	2010,	Visa	Europe	substantially	deployed	its	own	regional	clearing	and	settlement	system	and	Visa	Inc. ceased	the	provision	of	clearing	and	settlement	system	services	for	transactions	occurring	within	Visa	Europe's	region.	The	parties	are	expected	to continue	to	share	foreign	exchange	revenues	related	to	currency	conversion	for	transactions	involving	European	cardholders,	as	well	as	other	cross- border	transactions	that	take	place	in	Visa	Europe's	region,	until	mid	fiscal	2011.	The	parties	also	use	each	others'	value-added	processing	products	and other	services.	The	Company	has	determined	that	the	value	of	services	exchanged	as	a	result	of	these	various	agreements	approximates	fair	value	at September	30,	2010	and	2009,	respectively.

# Note	4—Retrospective	Responsibility	Plan

The	Company	has	established	several	related	mechanisms	designed	to	address	potential	liability	under	certain	litigation	referred	to	as	the	"covered litigation".	These	mechanisms	are	included	in	and	referred	to	as	the	retrospective	responsibility	plan,	or	the	plan,	and	consist	of	an	escrow	agreement,	a loss	sharing	agreement,	an	interchange	judgment	sharing	agreement,	the	conversion	feature	of	the	Company's	shares	of	class	B	common	stock	and	the indemnification	obligations	of	the	Visa	U.S.A.

members	pursuant	to	Visa	U.S.A.'s	certificate	of	incorporation	and	bylaws	and	in	accordance	with	their	membership	agreements.

In	accordance	with	the	escrow	agreement,	following	the	Company's	IPO	in	fiscal	2008,	the	Company	deposited	$3.0	billion	of	the	proceeds	of	the offering	in	an	escrow	account,	from	which	settlements	of,	or	judgments	in,	the	covered	litigation	are	being	paid.	Under	the	terms	of	the	plan,	when	the Company	funds	the	escrow	account,	the	shares	of	class	B	common	stock	are	subject	to	dilution	through	an	adjustment	to	the	conversion	rate	of	the shares	of	class	B	common	stock	to	shares	of	class	A	common	stock.	The	initial	deposit	reduced	this	conversion	rate	to	0.7143.	The	escrow	funds	are	held in	money	market	investments	along	with	the	income	earned,	less	applicable	taxes,	and	are	classified	as	restricted	cash	on	the	consolidated	balance sheet.	The	amount	of	the	escrow	funds	classified	as	a	non-current	asset	is	equivalent	to	the	actual,	undiscounted	amount	of	covered	litigation	payments expected	to	be	made	beyond	one	year	from	the	balance	sheet	date	for	settled	claims.	The	amount	of	the	escrow	was	determined	by	the	litigation committee.	The	litigation	committee	was	established	pursuant	to	the	litigation	management	agreement	among	Visa	Inc.,	Visa	U.S.A.,	Visa	International and	the	members	of	the	litigation	committee,	all	of	whom	are	affiliated	with,	or	act	for,	certain	Visa	U.S.A.	members.

In	December	2008,	the	Company	filed	a	Fifth	Amended	and	Restated	Certificate	of	Incorporation	with	the	Secretary	of	State	of	Delaware.	The amendment	enabled	the	Company	to,	under	certain	conditions,	deposit	operating	cash	directly	into	the	escrow	account	resulting	in	a	further	reduction	in the	conversion	rate	applicable	to	the	Company's	class	B	common	stock.

Subsequent	to	the	initial	funding,	the	Company	made	additional	deposits	of	operating	cash	into	the	escrow	account,	which	had	the	effect	of	the Company	repurchasing	its	common	stock	as	follows:

|  | Fiscal	2011 | Fiscal	2010 | Fiscal	2009 | Fiscal	2009 |
| :--- | :--- | :--- | :--- | :--- |
|  | October\n2010^(1) | May\n2010 | July\n2009 | December\n2008 |
|  |  | (in\tmillions\texcept\tper\tshare\tdata\tand\tconversion\trate) | (in\tmillions\texcept\tper\tshare\tdata\tand\tconversion\trate) |  |
| Funding\tunder\tthe\tplan | $800 | $500 | $700 | $1,100 |
| Repurchase\tprice\tper\tshare^(2) | $72.74 | $74.22 | $60.45 | $52.88 |
| Equivalent\tshares\tof\tclass\tA\tcommon\tstock\trepurchased | 11 | 7 | 12 | 21 |
| Conversion\trate\tafter\tfunding\tof\tclass\tB\tcommon\tstock\tto\tclass\tA\tcommon\tstock | 0.5102 | 0.5550 | 0.5824 | 0.6296 |
| As-converted\tclass\tB\tcommon\tstock\tafter\tfunding | 125 | 136 | 143 | 155 |

On	September	21,	2010,	the	Company	announced	it	will	deposit	$800	million	into	the	litigation	escrow	account.	The	funds	were	deposited	into	the escrow	account	on	October	8,	2010.

Price	per	share	calculated	using	the	volume-weighted	average	price	of	the	Company's	class	A	common	stock	over	a	pricing	period	in	accordance with	the	Company's	amended	and	restated	certificate	of	incorporation.

The	following	table	sets	forth	the	changes	in	the	escrow	account:

|  | Fiscal	2010 |  | Fiscal	2009 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Balance\tat\tOctober\t1 | $1,715 |  | $1,928 |
| Funding\tunder\tthe\tplan | 500 |  | 1,800 |
| American\tExpress\tsettlement\tpayments | (280) |  | (280) |
| Discover\tsettlement\tpayments^(1) | — |  | (1,748) |
| Interest\tearned,\tless\tapplicable\ttaxes | 1 |  | 15 |
| Balance\tat\tSeptember\t30 | $1,936 |  | $1,715 |
| Less:\tCurrent\tportion\tof\tescrow\taccount | (1,866) |  | (1,365) |
| Long-term\tportion\tof\tescrow\taccount | $70 |  | $350 |

The	Company	made	payments	totaling	$1.9	billion	related	to	the	Discover	settlement	during	fiscal	2009.	Of	the	$1.9	billion	payment,	$1.7	billion was	funded	through	the	escrow	account	under	the	plan	and	$145	million,	$65	million	of	which	was	reimbursed	by	Morgan	Stanley	evenly	over	the four	fiscal	2009	quarters,	was	funded	from	the	Company's	operating	cash.

An	accrual	for	covered	litigation	is	recorded	when	loss	is	deemed	to	be	probable	and	reasonably	estimable.	In	making	this	determination,	the Company	evaluates	information	including	funding	decisions	made	by	the	litigation	committee.	The	accrual	related	to	covered	litigation	could	be	either higher	or	lower	than	the	escrow	account	balance.	The	Company	did	not	record	an	additional	accrual	for	covered	litigation	during	fiscal	2010.

The	Company,	at	the	request	of	the	litigation	committee,	may	conduct	additional	sales	of	class	A	common	stock	in	order	to	increase	the	size	of	the escrow	account,	in	which	case	the	conversion	rate	of	the	class	B	common	stock	into	class	A	common	stock	will	be	subject	to	additional	dilutive adjustments	to	the	extent	of	the	proceeds	from	those	sales.	To	the	extent	that	amounts	available	under	the	escrow	arrangement	and	agreements	in	the plan	are	insufficient	to	fully	resolve	the	covered	litigation,	the	Company	will	use	commercially	reasonable	efforts	to	enforce	the	indemnification	obligations of	Visa	U.S.A.'s	members	for	such	excess	amount,	including	but	not	limited	to	enforcing	indemnification	obligations	pursuant	to	Visa	U.S.A.'s	certificate of	incorporation	and	bylaws	and	in	accordance	with	their	membership	agreements.

Visa	Inc.	has	entered	into	a	loss	sharing	agreement	with	Visa	U.S.A.,	Visa	International	and	certain	Visa	U.S.A.	members.	The	loss	sharing agreement	provides	for	the	indemnification	of	Visa	U.S.A.,	Visa	International	and,	in	certain	circumstances,	Visa	Inc.	with	respect	to:	(i)	the	amount	of	a final	judgment	paid	by	Visa	U.S.A.	or	Visa	International	in	the	covered	litigation	after	the	operation	of	the	interchange	judgment	sharing	agreement,	plus any	amounts	reimbursable	to	the	interchange	judgment	sharing	agreement	signatories;	or	(ii)	the	damages	portion	of	a	settlement	of	a	covered	litigation that	is	approved	as	required	under	Visa	U.S.A.'s	certificate	of	incorporation	by	the	vote	of	Visa	U.S.A.'s	specified	voting	members.	The	several	obligation of	each	bank	that	is	a	party	to	the	loss	sharing	agreement	will	equal	the	amount	of	any	final	judgment	enforceable	against	Visa	U.S.A.,	Visa	International or	any	other	signatory	to	the	interchange	judgment	sharing	agreement,	or	the	amount	of	any	approved	settlement	of	a	covered	litigation,	multiplied	by such	bank's	then-current	membership	proportion	as	calculated	in	accordance	with	Visa	U.S.A.'s	certificate	of	incorporation.

Visa	U.S.A.	and	Visa	International	also	entered	into	an	interchange	judgment	sharing	agreement	with	certain	Visa	U.S.A.	members	that	have	been named	as	defendants	in	the	interchange	litigation.	Under	this	judgment	sharing	agreement,	Visa	U.S.A.	members	that	are	signatories	will	pay	their membership	proportion	of	the	amount	of	a	final	judgment	not	allocated	to	the	conduct	of	MasterCard.

# Note	5—Investments	and	Fair	Value	Measurements

The	Company	measures	certain	assets	and	liabilities	at	fair	value.	See	 Note	1—Summary	of	Significant	Accounting	Policies.

Assets	and	Liabilities	Measured	at	Fair	Value	on	a	Recurring	Basis.

|  | Level	1 | Level	1 | Level	2 | Level	2 | Level	3 | Level	3 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 |
|  |  |  | (in\tmillions) |  |  |  |
| Assets |  |  |  |  |  |  |
| Cash\tequivalents\tand\trestricted\tcash |  |  |  |  |  |  |
| Money\tmarket\tfunds\tand\ttime\tdeposits | $5,448 | $5,977 |  |  |  |  |
| Investment\tsecurities |  |  |  |  |  |  |
| U.S.\tgovernment-sponsored\tagency\tdebt\tsecurities |  |  | $135 | $169 |  |  |
| Canadian\tgovernment\tdebt\tsecurities |  |  | \t — | 7 |  |  |
| Equity\tsecurities | 60 | 73 |  |  |  |  |
| Corporate\tdebt\tsecurities |  |  |  |  | $ — | $10 |
| Mortgage\tbacked\tsecurities |  |  |  |  | \t — | 6 |
| Other\tasset\tbacked\tsecurities |  |  |  |  | \t — | 5 |
| Auction\trate\tsecurities |  |  |  |  | 13 | 13 |
| Derivative\tfinancial\tinstruments |  |  |  |  |  |  |
| Foreign\texchange\tderivative\tinstruments |  |  | 5 | 16 |  |  |
|  | $5,508 | $6,050 | $140 | $192 | $13 | $34 |
| Liabilities |  |  |  |  |  |  |
| Other\tliabilities |  |  |  |  |  |  |
| Visa\tEurope\tput\toption |  |  |  |  | $267 | $ 346 |
| Foreign\texchange\tderivative\tinstruments |  |  | $56 | $96 |  |  |

There	were	no	transfers	between	Level	1	and	Level	2	assets	during	fiscal	2010.

Level	2	assets	and	liabilities	measured	at	fair	value	on	a	recurring	basis.	 Government-sponsored	debt	securities	and	foreign	exchange	derivative instruments	are	classified	as	Level	2	within	the	fair	value	hierarchy.	The	fair	value	of	the	government-sponsored	debt	securities	is	based	on	quoted prices	in	active	markets	for	similar	assets.	Foreign	exchange	derivative	instruments	are	valued	using	inputs	that	are	observable	in	the	market	or	can	be derived	principally	from	or	corroborated	with	observable	market	data.	There	was	no	substantive	change	to	the	valuation	techniques	and	related	inputs used	to	measure	fair	value	during	fiscal	2010.

Level	3	assets	and	liabilities	measured	at	fair	value	on	a	recurring	basis.	 Corporate	debt	securities,	mortgage	backed	securities,	other	asset backed	securities	and	auction	rate	securities	are	classified	as	Level	3	due	to	a	lack	of	trading	in	active	markets	and	a	lack	of	observable	inputs	in measuring	fair	value.	Valuations	for	these	securities	were	provided	by	the	Company's	pricing	vendors	and	are	based	on	significant	unobservable	inputs. There	was	no	substantive	change	to	the	valuation	techniques	and	related	inputs	used	to	measure	fair	value	during	fiscal	2010.

The	Company	granted	Visa	Europe	a	perpetual	put	option	which	is	carried	at	fair	value	in	accrued	liabilities	on	the	consolidated	balance	sheets with	changes	in	the	fair	value	recorded	in	the	consolidated	statements	of	operations.	See	Note	3—Visa	Europe.	The	liability	is	classified	within	Level	3 as	the	assumed	probability	that	Visa	Europe	will	elect	to	exercise	its	option	and	the	estimated	P/E	differential	are	among	several	unobservable	inputs used	to	value	the	put	option.

A	separate	roll-forward	of	Level	3	investments	measured	at	fair	value	on	a	recurring	basis	is	not	presented	because	the	primary	fiscal	2010	and 2009	activities	are	the	liquidation	of	the	corporate	debt	securities,	mortgage	backed	securities	and	other	asset	backed	securities	via	sales	and	maturities, and	$8	million	of	other-than-temporary	impairment	in	fiscal	2009.	These	investments	were	fully	liquidated	by	September	30,	2010	and	resulted	in	a	pre- tax	gain	of	approximately	$1	million	to	investment	income,	net,	in	fiscal	2010.	There	was	no	change	in	fair	value	or	other	activity	related	to	the	Company's auction	rate	securities	during	fiscal	2009	and	fiscal	2010.	The	fair	value	of	the	Visa	Europe	put	option	was	revalued	from	$346	million	to	$267	million	in fiscal	2010,	resulting	in	an	$79	million	increase	to	other	non-operating	income	in	fiscal	2010.	See	Note	3—Visa	Europe.

Assets	measured	at	fair	value	on	a	nonrecurring	basis.	 Certain	financial	assets	are	measured	at	fair	value	on	a	nonrecurring	basis.

Non-marketable	equity	investments	and	investments	accounted	for	under	the	equity	method .	The	Company	applies	fair	value	measurement	to	its strategic	investments	which	are	accounted	for	under	the	cost	and	equity	methods.	Strategic	investments	are	classified	as	Level	3	due	to	the	absence	of quoted	market	prices,	inherent	lack	of	liquidity,	and	the	fact	that	inputs	used	to	measure	fair	value	are	unobservable	and	require	management	judgment. If	events	or	circumstances	indicate	that	these	investments	may	be	impaired,	the	Company	revalues	the	investments	using	various	assumptions	including financial	metrics	and	ratios	of	comparable	public	companies.	During	fiscal	2010,	certain	events	and	circumstances	triggered	impairment	analyses	for certain	non-marketable	equity	securities	which	resulted	in	recognized	losses	of	$3	million	and	$7	million	in	fiscal	2010	and	2009,	respectively.

Due	to	a	change	in	the	investment	relationship	with	one	of	its	investees	during	fiscal	2010,	the	Company	reclassified	equity	securities	accounted for	as	available-for-sale	investments	with	a	cost	basis	of	$9	million	to	an	equity	method	investment.	As	a	result,	the	Company	also	reversed	net unrealized	gains	of	$15	million,	pre-tax,	from	accumulated	other	comprehensive	income	and	recorded	a	loss	of	$3	million	in	equity	in	earnings	of unconsolidated	affiliates.

At	September	30,	2010	and	September	30,	2009,	non-marketable	equity	security	investments	and	investments	accounted	for	under	the	equity method	totaled	$114	million	and	$102	million,	respectively.	These	assets	are	classified	in	other	assets	on	the	consolidated	balance	sheets.	See	Note	7- Prepaid	Expenses	and	Other	Assets.

Reserve	Primary	Fund.	After	the	Reserve	Primary	Fund,	or	the	Fund,	was	unable	to	honor	the	Company's	request	for	a	full	redemption	of	its investment	in	2008,	the	Company	began	accounting	for	its	investment	in	the	Fund	under	the	cost	method,	and	considered	it	a	Level	3	asset	for	which	a market	price	is	not	readily	determinable.	The	fair	value	was	estimated	by	discounting	the	Company's	pro-rata	ownership	of	the	Fund's	underlying investment	holdings	based	upon	an	estimate	of	inherent	risk,	resulting	in	an	impairment	charge	of	$29	million	in	fiscal	2008.	During	fiscal	2009	and	2010, the	Company	substantially	received	its	remaining	pro-rata	ownership	in	the	Fund,	resulting	in	the	recognition	of	a	pre-tax	gain	of	$20	million	in	investment income,	net	during	fiscal	2010,	for	amounts	received	in	excess	of	the	carrying	value.	See	Note	7—Prepaid	Expenses	and	Other	Assets	and	Note	22— Legal	Matters	for	additional	information	regarding	this	asset.

Long-lived	assets	such	as	goodwill,	finite-lived	intangible	assets,	and	property,	equipment	and	technology	are	considered	non-financial	assets.	The Company	does	not	have	any	significant	non-financial	liabilities.	During	fiscal	2010	and	at	September	30,	2010,	there	was	no	indication	that	the Company's	long-lived	assets	were	impaired.	Indefinite-lived	intangible	assets	consist	of	Visa's	tradename,	customer	relationships,	and	Visa	Europe franchise	right	acquired	in	the	October	2007	reorganization.	The	Company	completed	its	annual	impairment	review	of	its	indefinite-lived	assets	as	of July	1,	2010	and	concluded	there	was	no	impairment.

# Available-for-sale	investments

Available-for-sale	investment	securities,	which	are	recorded	at	fair	value,	consist	of	the	types	of	securities	presented	below.	The	amortized	cost, unrealized	gains	and	losses,	and	fair	value	of	available-for-sale	securities	are	as	follows:

|  | Amortized | Gross	Unrealized | Gross	Unrealized | Fair |
| :--- | :--- | :--- | :--- | :--- |
|  | Cost | Gains | Losses | Value |
| September\t30,\t2010: |  |  |  |  |
| Debt\tsecurities: |  |  |  |  |
| U.S.\tgovernment-sponsored\tagency\tdebt\tsecurities | $130 | $5 | $— | $ 135 |
| Auction\trate\tsecurities | 13 | \t — | — | 13 |
| Total | $143 | $5 | $— | $ 148 |

|  | Amortized | Gross	Unrealized | Gross	Unrealized | Fair |
| :--- | :--- | :--- | :--- | :--- |
|  | Cost | Gains | Losses | Value |
| September\t30,\t2009: |  |  |  |  |
| Debt\tsecurities: |  |  |  |  |
| U.S.\tgovernment-sponsored\tagency\tdebt\tsecurities | $160 | $9 | $— | $169 |
| Canadian\tgovernment\tdebt\tsecurities | 7 | \t — | — | 7 |
| Corporate\tdebt\tsecurities | 10 | \t — | — | 10 |
| Mortgage\tbacked\tsecurities | 6 | \t — | — | 6 |
| Other\tasset\tbacked\tsecurities | 5 | \t — | — | 5 |
| Auction\trate\tsecurities | 13 | \t — | — | 13 |
| Equity\tSecurities | 7 | 7 | — | 14 |
| Total | $208 | $16 | $— | $224 |
| Less:\tcurrent\tportion\tof\tavailable-for-sale\tsecurities |  |  |  | (56) |
| Long-term\tavailable-for-sale\tsecurities |  |  |  | $168 |

The	contractual	maturity	of	available-for-sale	debt	securities	regardless	of	their	balance	sheet	classification	is	presented	below.	Contractual maturities	may	differ	from	expected	maturities	as	borrowers	may	have	the	right	to	prepay	certain	obligations	in	advance	of	the	contractual	due	date.

|  | Amortized	Cost | Fair	Value |
| :--- | :--- | :--- |
|  | (in\tmillions) |  |
| September\t30,\t2010: |  |  |
| Due\twithin\tone\tyear | $120 | $124 |
| Due\tafter\t1\tyear\tthrough\t5\tyears | 10 | 11 |
| Due\tafter\t5\tyears\tthrough\t10\tyears | — | — |
| Due\tafter\t10\tyears | 13 | 13 |
| Total | $143 | $148 |

# Trading	assets

Trading	assets	primarily	consist	of	mutual	fund	investments	related	to	various	employee	compensation	plans.	See Note	1—Summary	of	Significant Accounting	Policies.	As	of	September	30,	2010	and	September	30,	2009,	trading	assets	totaled	$60	million	and	$59	million,	respectively.

# Investment	income

Investment	income,	net,	consisted	of	the	following:

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Interest\tand\tdividend\tincome\ton\tcash\tand\tinvestments | $26 | $113 | $279 |
| Gain\ton\tother\tinvestments | 20 | \t 473 | \t — |
| Investment\tsecurities-available-for-sale: |  |  |  |
| Gross\trealized\tgains | 2 | 3 | 2 |
| Gross\trealized\tlosses | \t — | \t — | (3) |
| Investment\tsecurities-trading\tassets: |  |  |  |
| Unrealized\tgains | 3 | 8 | \t — |
| Realized\tgains\t(losses) | 1 | (6) | \t — |
| Other-than-temporary\timpairment\ton\tinvestments\tand\tother\tassets | (3) | (16) | (67) |
| Investment\tincome,\tnet | $49 | $575 | $211 |

The	gain	on	other	investments	in	fiscal	2009	represents	the	pre-tax	gain	from	the	sale	of	the	Company's	equity	interest	in	VisaNet	do	Brasil.

# Note	6—CyberSource	Acquisition

On	July	21,	2010,	the	Company	completed	its	acquisition	of	all	of	the	outstanding	shares	of	common	stock	of	CyberSource	Corporation,	a	leading provider	of	electronic	payment,	risk	management	and	payment	security	solutions	to	online	merchants.	The	combination	was	executed	to	accelerate	the growth	of	Visa's	eCommerce	category	and	enhance	the	value	of	the	Company's	network,	product	and	service	offerings	to	financial	institutions, merchants,	partners	and	consumers.

Total	purchase	consideration	was	approximately	$2.0	billion,	paid	with	cash	on	hand	as	follows:

Total	purchase	consideration	has	been	allocated	to	the	tangible	and	identifiable	intangible	assets	and	to	liabilities	assumed	based	on	their respective	fair	values	on	the	acquisition	date.	The	excess	of	purchase	consideration	over	net	assets	assumed	was	recorded	as	goodwill,	which represents	the	value	that	is	expected	from	expanding	the	Company's	online	payment	and	related	fraud	and	security	management	capabilities,	and	other synergies.	The	$1.2	billion	of	additional	goodwill	represents	the	only	activity	to	the	Company's	goodwill	during	the	fiscal	year.	The	Company	allocates goodwill	to	reporting	units	based	on	the	reporting	unit	expected	to	benefit	from	the	acquisition.	Of	the	$1.2	billion,	approximately	$0.8	billion	was allocated	to	a	second	reporting	unit.	The	remainder	was	allocated	to	the	Company's	original	reporting	unit	to	reflect	the	incremental	growth	and	synergy this	acquisition	will	provide	to	the	Company's	existing	business.	None	of	the	additional	goodwill	is	expected	to	be	deductible	for	tax	purposes.	The following	table	summarizes	the	purchase	price	allocation,	which	is	preliminary	pending	finalization	of	the	valuation	analysis.

Intangible	assets	consist	of	customer	relationships,	reseller	relationships	and	tradenames,	which	have	useful	lives	ranging	from	5	to	15	years.	See Note	9—Intangible	Assets,	Net.	The	Company	also	acquired	$122	million	of	technology	assets,	which	have	weighted	average	useful	lives	of	7	years,	and are	recognized	in	property,	equipment	and	technology,	net	on	the	consolidated	balance	sheets.	See	Note	8—Property,	Equipment	and	Technology,	Net. The	following	table	summarizes	the	fair	value	of	the	acquired	intangible	assets.	See	Note	9—Intangible	Assets,	Net.

|  | Fair	Value | Weighted-Average<br>Useful	Life |
| :--- | :--- | :--- |
|  | (in\tmillions) |  |
| Customer\trelationships | $320 | 10 |
| Reseller\trelationships | 95 | 9 |
| Tradenames | 190 | 15 |
| Total\tamortizable\tintangible\tassets | $605 | 12 |

In	connection	with	the	acquisition,	non-vested	in-the-money	stock	options	held	by	CyberSource	employees	on	the	acquisition	date	were	terminated and	replaced	with	approximately	1.6	million	of	the	Company's	non-qualified	stock	options,	with	a	total	fair	value	of	approximately	$46	million	to	be expensed	over	a	period	of	three	years	from	the	original	grant	date	of	the	CyberSource	options.	See	Note	18—Share-based	Compensation.	The	Company also	expensed	as	incurred	approximately	$13	million	of	acquisition-related	costs	during	fiscal	2010,	which	consisted	primarily	of	professional	fees	related to	closing	the	transaction.	There	was	no	contingent	consideration	related	to	the	acquisition.

The	consolidated	financial	statements	include	the	operating	results	of	CyberSource	from	the	date	of	the	acquisition.

# Note	7—Prepaid	Expenses	and	Other	Assets

Prepaid	expenses	and	other	current	assets	consisted	of	the	following:

|  | September	30,<br>2010 |  | September	30,<br>2009 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Prepaid\texpenses\tand\tmaintenance | $72 |  | $97 |
| Income\ttax\treceivable—(See\tNote\t21—Income\tTaxes) | 140 |  | 135 |
| Money\tmarket\tinvestment—Reserve\tPrimary\tFund | — |  | 69 |
| Other | 30 |  | 65 |
| Total | $242 |  | $366 |

# Other	non-current	assets	consisted	of	the	following:

|  | September	30,<br>2010 |  | September	30,<br>2009 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Other\tinvestments—(See\tNote\t5—Investments\tand\tFair\tValue\tMeasurements) | $114 |  | $102 |
| Pension\tasset—(See\tNote\t12—Pension,\tPostretirement\tand\tOther\tBenefits) | 53 |  | — |
| Long-term\tprepaid\texpenses\tand\tother | 30 |  | 23 |
| Total | $197 |  | $125 |

The	money	market	investment	represents	the	carrying	value	of	the	Company's	investment	in	the	Reserve	Primary	Fund,	or	the	Fund.	During	fiscal 2008,	the	Company	recorded	a	$29	million	other-than-temporary	impairment	against	the	Company's	original	investment	of	$982	million	when	the	Fund failed	to	honor	the	Company's	request	for	a	full	redemption	of	its	investment.	The	Company	received	distributions	totaling	$89	million	and	$884	million from	the	Fund	in	fiscal	2010	and	2009,	respectively,	which	substantially	represented	the	Company's	remaining	pro-rata	ownership	in	the	Fund.	Total distributions	received	were	in	excess	of	the	carrying	value	of	the	Company's	investment	in	the	Fund,	resulting	in	the	recognition	of	a	pre-tax	gain	of	$20 million	in	investment	income,	net	during	fiscal	2010.	See	Note	5—Investments	and	Fair	Value	Measurements	and	Note	22—Legal	Matters.

The	increase	in	other	non-current	assets	was	primarily	due	to	the	Company's	U.S.	qualified	pension	plan	becoming	overfunded	upon remeasurement	at	September	30,	2010.

# Note	8—Property,	Equipment	and	Technology,	Net

Property,	equipment	and	technology,	net	consisted	of	the	following:

|  | September	30,<br>2010 |  | September	30,<br>2009 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Land | $71 |  | $71 |
| Buildings\tand\tbuilding\timprovements | 648 |  | 629 |
| Furniture,\tequipment\tand\tleasehold\timprovements | 687 |  | 598 |
| Construction-in-progress | 75 |  | 43 |
| Technology | 908 |  | 688 |
| Total\tproperty,\tequipment\tand\ttechnology | 2,389 |  | 2,029 |
| Accumulated\tdepreciation\tand\tamortization | (1,032) |  | (825) |
| Property,\tequipment\tand\ttechnology,\tnet | $1,357 |  | $1,204 |

At	September	30,	2010,	property,	equipment	and	technology,	net	included	$143	million	in	net	assets	acquired	as	part	of	the	CyberSource acquisition,	which	primarily	comprise	technology	assets.	Technology	consists	of	both	purchased	and	internally	developed	software.	Internally	developed software	primarily	represents	software	utilized	by	the	VisaNet	electronic	payment	network.	At	September	30,	2010,	and	September	30,	2009, accumulated	amortization	for	technology	was	$577	million	and	$434	million,	respectively.

At	September	30,	2010,	estimated	future	amortization	expense	on	technology	placed	in	service	was	as	follows:

|  |  |  |  |  | 2015	and |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Fiscal\t(in\tmillions) | 2011 | 2012 | 2013 | 2014 | thereafter | Total |
| Estimated\tfuture\tamortization\texpense | $76 | $67 | $62 | $49 | $77 | $331 |

Depreciation	and	amortization	expense	related	to	property,	equipment	and	technology	was	$265	million,	$226	million	and	$237	million	for	fiscal 2010,	2009	and	2008,	respectively.	Included	in	those	amounts	was	amortization	expense	on	technology	of	$137	million,	$128	million	and	$129	million	for fiscal	2010,	2009,	and	2008,	respectively.

# Note	9—Intangible	Assets,	Net

At	September	30,	2010	and	2009,	the	Company's	indefinite-lived	intangible	assets	consisted	of	customer	relationships	of	$6.8	billion,	Visa tradename	of	$2.6	billion	and	a	Visa	Europe	franchise	right	of	$1.5	billion,	all	of	which	were	acquired	as	part	of	the	Company's	October	2007 reorganization.	Customer	relationships	represent	the	value	of	relationships	with	clients	from	the	acquired	entities.	Tradename	represents	the	value	of	the Visa	brand	utilized	by	the	acquired	entities.	Visa	Europe's	franchise	right	represents	the	value	of	the	right	to	franchise	the	use	of	the	Visa	brand,	use	of Visa	technology	and	access	to	the	overall	Visa	network	in	the	Visa	Europe	region.	The	Company	did	not	have	any	finite-lived	intangible	assets	at September	30,	2009.

In	July	2010,	the	Company	acquired	finite-lived	intangible	assets	from	CyberSource	consisting	of	customer	relationships,	primarily	reflecting	its online	merchant	customer	base;	reseller	relationships,	primarily	reflecting	its	referral	partnerships	that	generate	new	merchant	clients;	and	tradenames, representing	the	value	of	the	CyberSource	and	Authorize.Net	brands	associated	with	their	online	payment	solutions.	See	Note	6—CyberSource Acquisition.	The	fair	value	of	these	intangible	assets	and	related	accumulated	amortization	expense	was	as	follows:

|  |  | Accumulated |  |
| :--- | :--- | :--- | :--- |
|  | Gross | Amortization | Net |
|  |  | (in\tmillions) |  |
| Finite-lived\tintangible\tassets |  |  |  |
| Customer\trelationships | $320 | $(6) | $314 |
| Reseller\trelationships | 95 | (2) | 93 |
| Tradenames | \t 190 | (2) | 188 |
| Total\tfinite-lived\tintangible\tassets | $605 | $(10) | $595 |
| Indefinite-lived\tintangible\tassets |  |  | \t 10,883 |
| Total\tintangible\tassets,\tnet |  |  | $11,478 |

Amortization	expense	related	to	finite-lived	intangible	assets	was	approximately	$10	million	in	fiscal	2010.	At	September	30,	2010,	estimated	future amortization	expense	on	finite-lived	intangible	assets	is	as	follows:

|  |  |  |  |  | 2015	and |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Fiscal\t(in\tmillions) | 2011 | 2012 | 2013 | 2014 | thereafter | Total |
| Estimated\tfuture\tamortization\texpense | $59 | $59 | $59 | $59 | $359 | $595 |

There	was	no	impairment	related	to	the	Company's	indefinite-lived	or	finite-lived	intangible	assets	during	fiscal	2010,	2009	or	2008.

# Note	10—Accrued	and	Other	Liabilities

Accrued	liabilities	consisted	of	the	following:

|  | September	30,<br>2010 |  | September	30,<br>2009 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Visa\tEurope\tput\toption^(1)\n—(See\tNote\t3—Visa\tEurope) | $267 |  | $346 |
| Accrued\toperating\texpenses | 100 |  | 87 |
| Accrued\tmarketing\tand\tproduct\texpenses | 58 |  | 103 |
| Deferred\trevenue | 42 |  | 39 |
| Accrued\tincome\ttaxes—(See\tNote\t21—Income\tTaxes) | 40 |  | 23 |
| Other | 118 |  | 156 |
| Total | $625 |  | $754 |

Other	long-term	liabilities	consisted	of	the	following:

|  | September	30,<br>2010 |  | September	30,<br>2009 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Accrued\tincome\ttaxes—(See\tNote\t21—Income\tTaxes) | $423 |  | $304 |
| Employee\tbenefits | 76 |  | 119 |
| Other | 118 |  | 49 |
| Total | $617 |  | $472 |

The	put	option	is	exercisable	at	any	time	at	the	sole	discretion	of	Visa	Europe	with	payment	required	285	days	thereafter.	Classification	in	current liabilities	is	not	an	indication	of	management's	expectation	of	exercise	and	simply	reflects	the	fact	that	the	obligation	resulting	from	the	exercise	of the	instrument	could	become	payable	within	12	months.

# Note	11—Debt

The	Company	had	outstanding	debt	as	follows:

|  | September	30,<br>2010 |  | September	30,<br>2009 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| December\t2012 | $15 |  | $22 |
| September\t2014 | 13 |  | 16 |
| September\t2015 | 17 |  | 19 |
| Total\tprincipal\tamount\tof\tdebt | $45 |  | $57 |
| Unamortized\tdiscount,\tdebt\tissuance\tcosts\tand\tother\tcosts | (1) |  | (1) |
| Total\tdebt | $44 |  | $56 |
| Less:\tcurrent\tportion\tof\tlong-term\tdebt | (12) |  | (12) |
| Long-term\tdebt | $32 |  | $44 |

The	estimated	fair	value	of	the	Company's	debt	at	September	30,	2010	and	2009	is	$50	million	and	$64	million,	respectively,	based	on	credit ratings	for	similar	notes.

# 5.60%	Senior	Secured	Notes-Series	B

In	December	2002,	Visa	U.S.A.	issued	$68	million	in	series	B	senior	secured	notes	with	a	maturity	date	of	ten	years.	The	note	is	collateralized	by the	Company's	Colorado	facility,	which	consists	of	two	data	centers	and	an	office	building,	in	addition	to	processing	assets	and	developed	software.

# 8.28%	Secured	Notes-Series	B	and	7.83%	Secured	Notes-Series	B

In	September	1994	and	September	1995,	a	real	estate	partnership	owned	jointly	by	Visa	U.S.A.	and	Visa	International	issued	notes	that	are secured	by	certain	office	properties	and	facilities	used	by	the	Company	in	California,	known	as	the	1994	Lease	Agreement	and	1995	Lease	Agreement, respectively.	Series	B	of	each	of	these	notes,	totaling	$26	million	and	$27	million,	respectively,	was	issued	with	a	stated	maturity	of	September	23,	2014 and	September	15,	2015,	respectively.	These	notes	are	payable	monthly	with	interest-only	payments	for	the	first	ten	years	and	payments	of	interest	and principal	for	the	remainder	of	the	term.	In	May	2008,	amendments	for	both	of	these	lease	agreements	were	executed	under	which	remaining	obligations are	guaranteed	by	Visa	Inc.	The	amendment	to	the	1994	Lease	Agreement	also	stipulates	that	the	interest	rate	will	be	adjusted	upward	if	the	long-term senior	unsecured	debt	rating	of	Visa	Inc.	falls	below	certain	stipulated	levels.

# Future	Principal	Payments

Future	principal	payments	on	the	Company's	outstanding	debt	are	as	follows:

# U.S.	Commercial	Paper	Program

Visa	International	maintains	a	U.S.	commercial	paper	program	to	support	its	working	capital	requirements	and	for	general	corporate	purposes.	This program	allows	the	Company	to	issue	up	to	$500	million	of	unsecured	debt	securities,	with	maturities	up	to	270	days	from	the	date	of	issuance	and	at interest	rates	generally	extended	to	companies	with	comparable	credit	ratings.	The	Company	had	no	outstanding	obligations	under	this	program	during and	at	the	end	of	fiscal	2010	and	2009.

# Revolving	Credit	Facilities

In	2008,	Visa	Inc.	entered	into	a	$3.0	billion	five-year	revolving	credit	facility	(the	"February	2008	Agreement").	The	February	2008	Agreement matures	on	February	15,	2013	and	contains	covenants	and	events	of	defaults	customary	for	facilities	of	this	type.	The	participating	lenders	in	this revolving	credit	facility	include	affiliates	of	certain	holders	of	the	Company's	class	B	and	class	C	common	stock,	and	certain	of	the	Company's	clients	or affiliates	of	its	clients.	This	revolving	credit	facility	is	maintained	to	provide	liquidity	in	the	event	of	settlement	failures	by	its	clients,	to	back	up	the commercial	paper	program	and	for	general	corporate	purposes.

Loans	under	the	five-year	facility	may	be	in	the	form	of:	(1)	Base	Rate	Advance,	which	will	bear	interest	at	a	rate	equal	to	the	higher	of	the	Federal Funds	Rate	plus	0.5%	and	the	Bank	of	America	prime	rate;	(2)	Eurocurrency	Advance,	which	will	bear	interest	at	a	rate	equal	to	LIBOR	(as	adjusted	for applicable	reserve	requirements)	plus	an	applicable	cost	adjustment	and	an	applicable	margin	of	0.11%	to	0.30%	based	on	our	credit	rating;	or	(3)	U.S. Swing	Loan,	Euro	Swing	Loan,	or	Foreign	Currency	Swing	Loan,	which	will	bear	interest	at	the	rate	equal	to	the	applicable	Swing	Loan	rate	for	that currency	plus	the	same	applicable	margin	plus	additionally	for	Euro	and	Sterling	loans,	an	applicable	reserve	requirement	and	cost	adjustment.	The Company	also	agrees	to	pay	a	facility	fee	on	the	aggregate	commitment	amount,	whether	used	or	unused,	at	a	rate	ranging	from	0.04%	to	0.10%	and	a utilization	fee	on	loans	at	a	rate	ranging	from	0.05%	to	0.10%	based	on	the	Company's	credit	rating.	Currently,	the	applicable	margin	is	0.15%,	the	facility fee	is	0.05%	and	the	utilization	fee	is	0.05%.

There	were	no	borrowings	under	the	revolving	credit	facility	and	the	Company	was	in	compliance	with	all	related	covenants	during	and	at	the	end of	fiscal	2010	and	fiscal	2009.

# Note	12—Pension,	Postretirement	and	Other	Benefits

The	Company	sponsors	various	qualified	and	non-qualified	defined	benefit	pension	and	postretirement	benefit	plans	which	provide	for	retirement and	medical	benefits	for	substantially	all	employees	residing	in	the	United	States.	The	Company	uses	a	September	30	measurement	date	for	its	pension and	postretirement	benefit	plans.

# Defined	Benefit	Pension	Plan

The	defined	benefit	pension	plan	benefits	are	based	on	years	of	service,	age,	and	eligible	compensation.	Employees	hired	before	January	1,	2008 earn	benefits	based	on	their	pay	during	their	last	five	years	of	employment.	Employees	hired	or	rehired	on	or	after	January	1,	2008	earn	benefits	based on	a	cash	balance	formula.	Effective	January	1,	2011,	all	employees	will	accrue	benefits	under	the	cash	balance	formula	and	will	cease	to	accrue benefits	under	any	other	formula.	An	employee's	cash	balance	account	is	credited	with	an	amount	equal	to	6%	of	eligible	compensation	plus	interest based	on	30-year	Treasury	securities.	The	funding	policy	is	to	contribute	annually	no	less	than	the	minimum	required	contribution	under	ERISA.

Effective	October	1,	2008,	the	pension	plan	was	amended	to	provide	death	benefits	of	100%	of	the	value	of	the	accrued	benefit	to	a	participant's beneficiary	or	estate.	Prior	to	this	amendment,	the	plan	provided	a	50%	death	benefit	only	to	a	participant's	spouse.

On	January	12,	2010,	the	Company	approved	an	amendment	to	the	pension	plan	to	conform	the	plan	to	the	Pension	Protection	Act	of	2006.	The combined	effects	of	the	resulting	plan	remeasurement,	as	well	as	the	completion	of	the	annual	census	data	update,	reduced	fiscal	2010	net	periodic pension	cost	by	$19	million.

Effective	August	1,	2010,	participation	in	the	plan	was	extended	to	former	employees	of	CyberSource	following	its	acquisition	by	the	Company	in July	2010.	See	Note	6—CyberSource	Acquisition.	The	additional	participants	are	not	expected	to	materially	increase	the	fiscal	2010	or	future	annual pension	cost.

# Postretirement	Benefits	Plan

The	postretirement	benefits	plan	provides	medical	benefits	for	retirees	and	dependents	who	meet	minimum	age	and	service	requirements.	Benefits are	provided	from	retirement	date	until	age	65.	Retirees	must	contribute	on	a	monthly	basis	for	the	same	coverage	that	is	generally	available	to	active employees	and	their	dependents.	The	Company's	contributions	are	funded	on	a	current	basis.

In	August	2008,	the	Company	amended	its	postretirement	benefits	plan	to	discontinue	the	employer	subsidy	for	all	participants	not	yet	retirement eligible	at	December	31,	2008,	resulting	in	a	curtailment	gain	of	$2	million	in	fiscal	2008.

# Summary	of	Plan	Activities

# Change	in	Projected	Benefit	Obligation/Accumulated	Postretirement	Benefit	Obligation:

|  | Pension	Benefits | Pension	Benefits | Other<br>Postretirement	Benefits | Other<br>Postretirement	Benefits |
| :--- | :--- | :--- | :--- | :--- |
|  | 2010 | 2009 | 2010 | 2009 |
|  |  |  | (in\tmillions) |  |
| Benefit\tobligation-beginning\tof\tfiscal\tyear | $739 | $667 | $43 | $50 |
| Service\tcost | 45 | 51 | — | — |
| Interest\tcost | 40 | 46 | 1 | 2 |
| Plan\tamendments | (12) | — | — | — |
| Actuarial\tloss\t(gain) | 3 | 64 | (6) | (5) |
| Settlements | — | 4 | — | — |
| Benefit\tpayments | (72) | (93) | (4) | (4) |
| Benefit\tobligation-end\tof\tfiscal\tyear | $743 | $739 | $34 | $43 |
| Accumulated\tbenefit\tobligation | $743 | $720 | NA | NA |
| Change\tin\tPlan\tAssets: |  |  |  |  |
| Fair\tvalue\tof\tplan\tassets-beginning\tof\tfiscal\tyear | $703 | $624 | $— | $— |
| Actual\treturn\ton\tplan\tassets | 73 | 6 | — | — |
| Company\tcontribution | 62 | 166 | 4 | 4 |
| Benefit\tpayments | (72) | (93) | (4) | (4) |
| Fair\tvalue\tof\tplan\tassets-end\tof\tfiscal\tyear | $766 | $703 | $— | $— |
| Funded\tstatus\tat\tend\tof\tfiscal\tyear | $23 | $(36) | $(34) | $(43) |
| Recognized\tin\tConsolidated\tBalance\tSheets: |  |  |  |  |
| Noncurrent\tasset | $53 | $— | $— | $— |
| Current\tliability | (10) | (4) | (4) | (5) |
| Noncurrent\tliability | (20) | (32) | (30) | (38) |
| Funded\tstatus\tat\tend\tof\tfiscal\tyear | $23 | $(36) | $(34) | $(43) |

# Amounts	recognized	in	accumulated	comprehensive	income	before	tax:

|  | Pension	Benefits | Pension	Benefits | Other<br>Postretirement	Benefits | Other<br>Postretirement	Benefits |
| :--- | :--- | :--- | :--- | :--- |
|  | September\t30, | September\t30, | September\t30, | September\t30, |
|  | \t\t\t\t2010 | \t\t\t\t2009 | \t\t\t\t2010 | \t\t\t\t2009 |
|  |  |  | (in\tmillions) |  |
| Net\tactuarial\tloss\t(gain) | $240 | $276 | $(7) | $(3) |
| Prior\tservice\tcredit | (51) | (48) | (20) | (23) |
| Total | $189 | $228 | $(27) | $(26) |

# Amounts	from	accumulated	other	comprehensive	income	to	be	amortized	into	net	periodic	benefit	cost	in	fiscal	2011:

|  | Pension	Benefits |  | Other<br>Postretirement	Benefits |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Actuarial\tloss\t(gain) | $19 |  | $(1) |
| Prior\tservice\tcredit | (9) |  | (3) |
| Total | $10 |  | $(4) |

# Benefit	obligation	and	fair	value	of	plan	assets	with	obligations	in	excess	of	plan	assets:

|  | 2010 | 2009 |
| :--- | :--- | :--- |
|  | (in\tmillions) |  |
| Accumulated\tbenefit\tobligation\tin\texcess\tof\tplan\tassets |  |  |
| Accumulated\tbenefit\tobligation,\tend\tof\tyear | $30 | $21 |
| Fair\tvalue\tof\tplan\tassets,\tend\tof\tyear | — | — |
| Projected\tbenefit\tobligation\tin\texcess\tof\tplan\tassets |  |  |
| Benefit\tobligation,\tend\tof\tyear | $30 | $739 |
| Fair\tvalue\tof\tplan\tassets,\tend\tof\tyear | — | 703 |

# Net	periodic	pension	and	other	postretirement	plan	cost:

|  | 2010 | 2009 | 2008 | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (in\tmillions) |  |  |  |
| Service\tcost | $45 | $51 | $50 | $— | $— | $5 |
| Interest\tcost | 40 | 46 | 40 | 1 | 2 | 5 |
| Expected\treturn\ton\tassets | (50) | (45) | (42) | — | — | — |
| Amortization\tof: |  |  |  |  |  |  |
| Prior\tservice\tcredit | (9) | (8) | (13) | (3) | (3) | (5) |
| Actuarial\tloss\t(gain) | 16 | 14 | 7 | (1) | — | 2 |
| Net\tbenefit\tcost | 42 | 58 | 42 | (3) | (1) | 7 |
| Curtailment\tgain | — | — | — | — | — | (2) |
| Settlement\tloss | — | 3 | 27 | — | — | — |
| Total\tnet\tperiodic\tbenefit\tcost | $42 | $61 | $69 | $(3) | $(1) | $5 |

# Other	changes	in	plan	assets	and	benefit	obligations	recognized	in	other	comprehensive	income:

# Weighted	Average	Actuarial	Assumptions:

|  | 2010 | Fiscal<br>				2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Discount\trate\tfor\tbenefit\tobligation^(1) |  |  |  |
| Pension | 5.25% | 5.60% | 6.75% |
| Postretirement | 3.45% | 4.43% | 6.24% |
| Discount\trate\tfor\tnet\tperiodic\tbenefit\tcost |  |  |  |
| Pension | 5.63% | 6.75% | 6.00% |
| Postretirement | 4.43% | 6.24% | 5.99% |
| Expected\tlong-term\trate\tof\treturn\ton\tplan\tassets^(2) | 7.50% | 7.50% | 7.50% |
| Rate\tof\tincrease\tin\tcompensation\tlevels\tfor: |  |  |  |
| Benefit\tobligation | 4.50% | 5.50% | 5.50% |
| Net\tperiodic\tbenefit\tcost^(3) | 5.50% | 5.50% | 5.50% |

Based	on	a	"bond	duration	matching"	methodology,	which	reflects	the	matching	of	projected	plan	liability	cash	flows	to	an	average	of	high-quality corporate	bond	yield	curves	whose	duration	matches	the	projected	cash	flows.

Primarily	based	on	the	targeted	allocation,	and	evaluated	for	reasonableness	by	considering	such	factors	as:	(i)	actual	return	on	plan	assets; (ii)	historical	rates	of	return	on	various	asset	classes	in	the	portfolio;	(iii)	projections	of	returns	on	various	asset	classes;	and	(iv)	current	and prospective	capital	market	conditions	and	economic	forecasts.

For	the	net	periodic	benefit	cost	for	fiscal	2010,	rate	of	increase	in	compensation	is	0%	for	fiscal	2010	and	5.5%	for	fiscal	2011	and	thereafter.

The	assumed	annual	rate	of	future	increases	in	health	benefits	for	the	other	postretirement	benefits	plan	is	8%	for	fiscal	2011.	The	rate	is	assumed to	decrease	to	5%	by	2016	and	remain	at	that	level	thereafter.	These	trend	rates	reflect	management's	expectations	of	future	rates.	Increasing	or decreasing	the	healthcare	cost	trend	by	1%	would	change	the	postretirement	accumulated	plan	benefit	obligation	by	less	than	$1	million.

# Pension	Plan	Assets

Plan	assets	are	managed	with	a	long-term	perspective	to	ensure	that	there	is	an	adequate	level	of	assets	to	support	benefit	payments	to participants	over	the	life	of	the	pension	plan.	Plan	assets	are	managed	by	external	investment	managers.	Investment	manager	performance	is	measured against	benchmarks	for	each	asset	class	on	a	quarterly	basis.	An	independent	consultant	assists	management	with	investment	manager	selections	and performance	evaluations.

Plan	assets	are	broadly	diversified	to	maintain	a	prudent	level	of	risk	and	to	provide	adequate	liquidity	for	benefit	payments.	The	Company generally	evaluates	and	rebalances	the	plan	assets,	as	appropriate,	to	ensure	that	allocations	are	consistent	with	target	allocation	ranges.	The	current target	allocation	for	plan	assets	is	as	follows:	equity	securities	of	50%	to	80%,	fixed	income	securities	of	25%	to	35%,	and	other,	primarily	consisting	of cash	to	meet	near	term	expected	benefit	payments	and	expenses,	of	up	to	7%.	At	September	30,	2010,	plan	asset	allocations	for	the	above	categories were	64%,	30%	and	6%	respectively,	and	within	these	allocation	ranges.

The	following	table	sets	forth	by	level,	within	the	fair	value	hierarchy,	the	plan's	investments	at	fair	value	as	of	September	30,	2010,	reflecting unsettled	transactions:

|  | Level	1 | Level	2 | Level	3 | Total |
| :--- | :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |  |
| Cash\tequivalents | $46 | $1 |  | $47 |
| Collective\tinvestment\tfunds |  | 307 |  | 307 |
| Corporate\tdebt\tsecurities |  | 99 |  | 99 |
| Debt\tsecurities\tof\tU.S.\tTreasury\tand\tfederal\tagencies |  | 111 |  | 111 |
| Asset\tbacked\tsecurities |  |  | $26 | 26 |
| Equity\tsecurities | 190 |  |  | 190 |
| Total | $236 | $518 | $26 | $780 |

Cash	equivalents.	Securities	classified	as	Level	1	primarily	include	money	market	funds	traded	in	active	markets.	Valuations	for	these	securities are	based	on	quoted	market	prices	in	active	markets.	Securities	classified	as	Level	2	include	a	government	agency	discount	note,	which	is	a	short-term obligation	issued	at	discount	from	par.	This	security	is	traded	over-the-counter	and	the	valuation	is	based	on	inputs	derived	from	observable	market	data of	related	assets.

Collective	investment	funds.	Collective	investment	funds	are	unregistered	investment	vehicles	that	commingle	the	assets	of	multiple	fiduciary clients,	such	as	pension	and	other	employee	benefits	plans,	to	invest	in	portfolios	of	stocks,	bonds,	or	other	securities.	Although	the	single	collective investment	fund	held	by	the	plan	is	ultimately	invested	in	the	common	stocks	of	companies	in	the	S&P	500	index,	its	own	unit	value	is	not	directly observable,	and	it	is	therefore	classified	as	Level	2.

Corporate	debt	securities.	Securities	in	this	category	primarily	include	fixed	income	securities	issued	by	domestic	and	foreign	corporations. Valuation	for	these	securities	are	based	on	quoted	prices	in	active	markets	for	similar	assets,	or	inputs	other	than	quoted	prices	that	are	observable	in	the market,	and	are	generally	classified	as	Level	2.

Debt	securities	of	U.S.	Treasury	and	federal	agencies .	These	securities	primarily	include	debt	issued	by	the	U.S.	Department	of	Treasury	and securities	issued	or	backed	by	U.S.	government	agencies.	Valuations	for	these	securities	are	based	on	quoted	prices	in	active	markets	for	similar	assets, or	inputs	other	than	quoted	prices	that	are	observable	in	the	market.	These	investments	are	generally	classified	within	Level	2.

Asset	backed	securities.	Asset	backed	securities	are	bonds	that	are	backed	by	various	types	of	assets	and	primarily	consist	of	mortgage-backed securities.	Valuations	for	these	securities	are	based	on	significant	unobservable	inputs.	These	investments	are	classified	as	Level	3.

Equity	securities.	Securities	are	classified	as	Level	1	and	include	securities	regularly	traded	on	a	security	exchange.	These	securities	are	valued	at their	last	quoted	sales	price	at	the	reporting	date,	or	if	there	was	no	sale	on	that	day,	the	last	reported	bid	price.	This	category	also	includes	mutual	funds, which	are	classified	as	Level	1,	as	their	net	asset	values	are	observable	in	the	market,	and	the	access	to	the	investment	is	not	restricted.

There	were	no	transfers	between	Level	1	and	Level	2	assets	during	fiscal	2010.	The	following	table	provides	a	roll-forward	of	Level	3	investments in	fiscal	2010:

# Cash	Flows

|  | Pension<br>Benefits |  | Other<br>Postretirement<br>Benefits |
| :--- | :--- | :--- | :--- |
| Actual\temployer\tcontributions |  | (in\tmillions) |  |
| 2010 | $62 |  | $4 |
| 2009 | 166 |  | 4 |
| Expected\temployer\tcontributions |  |  |  |
| 2011 | $55 |  | $4 |
| Expected\tbenefit\tpayments |  |  |  |
| 2011 | $102 |  | $4 |
| 2012 | 95 |  | 4 |
| 2013 | 90 |  | 4 |
| 2014 | 90 |  | 4 |
| 2015 | 82 |  | 4 |
| 2016-2020 | 361 |  | 16 |

# Other	Benefits

The	Company	sponsors	a	defined	contribution	plan	that	covers	substantially	all	of	its	employees	residing	in	the	United	States.	Personnel	costs included	$29	million,	$28	million	and	$33	million	in	fiscal	2010,	2009	and	2008,	respectively,	for	expenses	attributable	to	the	Company's	employees	under the	plan.	The	Company's	contributions	to	this	plan	are	funded	on	a	current	basis,	and	the	related	expenses	are	recognized	in	the	period	that	the	payroll expenses	are	incurred.

# Note	13—Settlement	Guarantee	Management

The	Company	indemnifies	clients	for	settlement	losses	suffered	due	to	failure	of	any	other	customer	to	honor	Visa	cards,	travelers	cheques,	deposit access	products,	point-of-sale	check	service	drivers	and	other	instruments	processed	in	accordance	with	the	operating	regulations.	This	indemnification creates	settlement	risk	for	the	Company	due	to	the	difference	in	timing	between	the	date	of	a	payment	transaction	and	the	date	of	subsequent settlement.	The	term	and	amount	of	the	indemnification	are	unlimited.	Settlement	at	risk	(or	exposure)	is	estimated	based	on	the	sum	of	the	following inputs:	(1)	average	daily	volumes	during	the	quarter	multiplied	by	the	estimated	number	of	days	to	settle	plus	a	safety	margin;	(2)	four	months	of	rolling average	chargebacks	volume;	and	(3)	the	total	balance	for	outstanding	travelers	cheques.

The	Company	maintains	and	regularly	reviews	global	settlement	risk	policies	and	procedures	to	manage	settlement	exposure,	which	may	require clients	to	post	collateral	if	certain	credit	standards	are	not	met.	The	Company	refined	its	settlement	risk	policy	during	the	fourth	quarter	of	fiscal	2010	to reduce	the	number	of	safety	margin	days	when	calculating	U.S.	settlement	exposure,	and	to	increase	the	U.S.	debit	and	credit	exposure	thresholds	for which	collateral	is	required.

The	Company's	estimated	maximum	settlement	exposure	was	approximately	$38.7	billion	at	September	30,	2010	compared	to	$41.8	billion	at September	30,	2009.	Of	these	amounts,	$3.0	billion	at	September	30,	2010	and	$3.7	billion	at	September	30,	2009,	are	covered	by	collateral.	Had	the changes	to	the	settlement	risk	policy	been	applied	to	the	prior	year,	the	estimated	maximum	settlement	exposure	would	have	been	approximately	$33.9 billion	at	September	30,	2009,	of	which	approximately	$2.8	billion	would	have	been	covered	by	collateral.	The	total	available	collateral	balances presented	below	are	greater	than	the	settlement	exposure	covered	by	customer	collateral	held	due	to	instances	in	which	the	available	collateral	exceeds the	total	settlement	exposure	for	certain	financial	institutions	at	each	date	presented.

The	Company	maintained	collateral	as	follows:

|  | September	30,<br>2010 |  | September	30,<br>2009 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Cash\tequivalents | $899 |  | $812 |
| Pledged\tsecurities\tat\tmarket\tvalue | 470 |  | 243 |
| Letters\tof\tcredit | 869 |  | 703 |
| Guarantees | 1,803 |  | 2,644 |
| Total | $4,041 |  | $4,402 |

Cash	equivalents	collateral	is	reflected	in	customer	collateral	on	the	consolidated	balance	sheets	as	it	is	held	in	escrow	in	the	Company's	name. All	other	collateral	is	excluded	from	the	consolidated	balance	sheets.	Pledged	securities	are	held	by	third	parties	in	trust	for	the	Company	and	clients. Guarantees	are	provided	primarily	by	parent	financial	institutions	to	secure	the	obligations	of	their	subsidiaries,	and	the	Company	routinely	evaluates	the financial	viability	of	institutions	providing	the	guarantees.

The	fair	value	of	the	settlement	risk	guarantee	is	estimated	using	a	proprietary	model	which	considers	statistically	derived	loss	factors	based	on historical	experience,	estimated	settlement	exposures	at	period	end	and	a	standardized	grading	process	for	clients	(using,	where	available,	third-party estimates	of	the	probability	of	customer	failure).	The	estimated	probability-weighted	value	of	the	guarantee	was	less	than	$1	million	at	September	30, 2010	and	2009	and	is	reflected	in	accrued	liabilities	on	the	consolidated	balance	sheets.

# Note	14—Derivative	Financial	Instruments

The	functional	currency	for	the	Company	is	the	U.S.	dollar	("USD")	for	the	majority	of	its	foreign	operations.	The	Company	transacts	business	in USD	and	in	various	foreign	currencies.	This	activity	subjects	the	Company	to	exposure	from	movements	in	foreign	currency	exchange	rates.	The Company's	policy	is	to	enter	into	foreign	exchange	forward	derivative	contracts	to	manage	the	variability	in	expected	future	cash	flows	attributable	to changes	in	foreign	exchange	rates.	At	September	30,	2010,	all	derivative	instruments	outstanding	mature	within	12	months	or	less.	The	Company	does not	use	foreign	exchange	forward	contracts	for	speculative	or	trading	purposes.	All	derivatives	are	recorded	on	the	consolidated	balance	sheet	at	fair value	in	prepaid	expenses	and	other	current	assets	or	accrued	liabilities	and	the	resulting	gains	or	losses	from	changes	in	fair	value	are	accounted	for depending	on	whether	they	are	designated	and	qualify	for	hedge	accounting.

The	Company	enters	into	forward	contracts	to	hedge	certain	operational	("cash	flow")	exposures	resulting	from	changes	in	foreign	currency exchange	rates.	Such	cash	flow	exposures	result	from	portions	of	forecasted	revenues	and	expenses	being	denominated	in	or	based	on	currencies	other than	USD.	In	fiscal	2009,	the	Company	implemented	a	rolling	hedge	strategy	program.	Under	this	strategy,	the	Company	seeks	to	reduce	the	exchange rate	risk	from	forecasted	net	exposure	of	revenues	derived	from	and	payments	made	in	foreign	currencies	during	the	immediately	following	12	months. The	aggregate	notional	amount	of	the	Company's	foreign	currency	forward	contracts	outstanding	in	its	exchange	rate	risk	management	program	was $627	million	and	$742	million	at	September	30,	2010	and	2009,	respectively.	The	aggregate	notional	amount	of	$627	million	outstanding	at September	30,	2010	is	fully	consistent	with	the	Company's	strategy	and	treasury	policy	aimed	at	reducing	foreign	exchange	risk	below	a	predetermined and	approved	threshold.	However,	actual	results	for	this	period	could	materially	differ	from	the	Company's	forecast.	As	of	September	30,	2010,	the Company's	cash	flow	hedges	in	an	asset	position	totaled	$5	million	and	are	classified	in	prepaid	expenses	and	other	current	assets	on	the	consolidated balance	sheet,	while	cash	flow	hedges	in	a	liability	position	totaled	$56	million	and	are	classified	in	accrued	liabilities	on	the	consolidated	balance	sheet. See	Note	5—Investments	and	Fair	Value	Measurements.

To	qualify	for	cash	flow	hedge	accounting	treatment,	the	Company	formally	documents,	at	inception	of	the	hedge,	all	relationships	between hedging	transactions	and	hedged	items,	as	well	as	its	risk	management	objective	and	strategy	for	undertaking	various	hedge	transactions.	The	Company 107

also	formally	assesses	whether	the	derivatives	that	are	used	in	hedging	transactions	are	highly	effective	in	offsetting	changes	in	the	cash	flows	of	the hedged	items	and	whether	those	derivatives	may	be	expected	to	remain	highly	effective	in	future	periods.

The	Company	uses	regression	analysis	to	assess	effectiveness	prospectively	and	retrospectively.	The	effectiveness	tests	are	performed	on	the foreign	exchange	forward	contracts	based	on	changes	in	the	spot	rate	of	the	derivative	instrument	compared	to	changes	in	the	spot	rate	of	the	forecasted hedged	transaction.	Forward	points	are	excluded	for	effectiveness	testing	and	measurement	purposes.	The	excluded	forward	points	are	reported immediately	in	earnings.	For	fiscal	2010,	2009	and	2008,	the	amount	by	which	earnings	were	reduced	relating	to	excluded	forward	points	and ineffectiveness	was	$18	million,	$18	million	and	$2	million,	respectively.

The	effective	portion	of	changes	in	the	fair	value	of	derivatives	designated	as	cash	flow	hedges	is	recorded	as	a	component	of	accumulated	other comprehensive	income	on	the	consolidated	balance	sheet.	When	the	forecasted	transaction	occurs	and	is	recognized	in	earnings,	the	amount	in accumulated	other	comprehensive	income	related	to	that	hedge	is	reclassified	to	operating	revenue	or	expense.	The	balance	in	accumulated	other comprehensive	loss,	net	was	$40	million	at	September	30,	2010	and	the	Company	expects	to	reclassify	the	entire	amount	to	earnings	in	the	consolidated statement	of	operations	during	fiscal	2011	due	to	the	recognition	in	earnings	of	the	hedged	forecasted	transactions.

In	the	event	there	is	recognized	ineffectiveness	or	the	underlying	forecasted	transaction	does	not	occur	within	the	designated	hedge	period,	or	it becomes	remote	that	the	forecasted	transaction	will	occur,	the	related	gains	and	losses	on	the	cash	flow	hedges	are	reclassified	from	accumulated	other comprehensive	income	on	the	consolidated	balance	sheet	to	administrative	and	other	expense	on	the	consolidated	statement	of	operations	at	that	time.

The	Company's	derivative	financial	instruments	are	subject	to	both	credit	and	market	risk.	The	Company	monitors	the	credit-worthiness	of	the financial	institutions	that	are	counterparties	to	its	derivative	financial	instruments	and	does	not	consider	the	risks	of	counterparty	nonperformance	to	be significant.	Notwithstanding	the	Company's	efforts	to	manage	foreign	exchange	risk,	there	can	be	no	absolute	assurance	that	its	hedging	activities	will adequately	protect	against	the	risks	associated	with	foreign	currency	fluctuations.	Credit	and	market	risks	related	to	derivative	instruments	were	not considered	significant	at	September	30,	2010.

# Note	15—Enterprise-wide	Disclosures	and	Concentration	of	Business

The	Company's	long-lived	net	property,	equipment	and	technology	assets	are	classified	by	major	geographic	area	as	follows:

|  | September	30,<br>2010 |  | September	30,<br>2009 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| U.S. | $1,301 |  | $1,128 |
| Non-U.S. | 56 |  | 76 |
| Total | $1,357 |  | $1,204 |

Revenue	by	geographic	market	is	primarily	based	on	the	location	of	the	issuing	financial	institution.	Certain	revenues,	primarily	international	service revenues,	are	shared	by	geographic	locations	based	upon	the	location	of	the	merchant	involved	in	the	transaction.	Other	than	the	U.S.,	Visa	does	not maintain	revenues	by	individual	country.	Revenues	earned	in	the	U.S.	was	approximately	58%,	58%	and	59%	of	total	operating	revenues	in	fiscal	2010, 2009	and	2008,	respectively.

A	significant	portion	of	Visa's	operating	revenues	are	concentrated	among	its	largest	clients.	Loss	of	business	from	any	of	these	clients	could	have an	adverse	effect	on	the	Company.	Revenues	from	the	Company's	top	five	clients	were	approximately	30%,	32%	and	26%	of	total	operating	revenues	in fiscal	2010,	2009	and	2008,	respectively.	In	fiscal	2009,	one	customer	accounted	for	10%	of	the	Company's	net	operating	revenues.	The	Company	did not	have	any	customer	that	generated	greater	than	10%	of	its	net	operating	revenues	in	fiscal	2010	or	fiscal	2008.	See	Item	1A—Risk	Factors.

# Note	16—Stockholders'	Equity

Reorganization,	IPO	and	Redemptions.	As	part	of	the	October	2007	reorganization	and	a	subsequent	true-up	adjustment	prior	to	the	March	2008 IPO,	the	Company	issued	different	regional	classes	and	series	of	common	stock	reflecting	the	different	rights	and	obligations	of	the	Visa	financial institution	members	and	Visa	Europe.

In	the	March	2008	IPO,	the	Company	issued	approximately	447	million	shares	of	class	A	common	stock	at	a	net	offering	price	of	$42.77	(the	IPO price	of	$44.00	per	share	of	class	A	common	stock,	less	underwriting	discounts	and	commissions	of	$1.23	per	share).	Of	the	net	$19.1	billion	IPO proceeds	received,	$13.4	billion	was	used	to	partially	redeem	shares	of	class	B	and	class	C	common	stock	and	$3.0	billion	was	used	to	fund	the	litigation escrow	account	as	discussed	below.

The	IPO	also	triggered	the	redemption	feature	of	certain	series	of	class	C	common	stock	issued	to	Visa	Europe.	In	March	2008,	the	Company reclassified	these	shares	and	other	redeemable	shares,	to	temporary	equity	and	liability,	respectively.	In	October	2008,	the	Company	redeemed	these shares	for	approximately	$2.6	billion.	Following	the	redemption	and	adoption	of	the	Fifth	Amended	and	Restated	Certificate	of	Incorporation	in	December 2008,	the	series	designation	related	to	the	remaining	shares	of	class	C	common	stock	was	removed.

Class	B	Common	Stock.	The	class	B	common	stock	is	not	convertible	or	transferable	until	the	later	of	March	25,	2011	or	the	date	on	which	all	of	the covered	litigation	has	been	finally	resolved,	although	the	Company's	board	of	directors	may	make	exceptions	to	this	transfer	restriction	after	resolution	of all	covered	litigation.	This	transfer	restriction	is	subject	to	limited	exceptions,	including	transfers	to	other	holders	of	class	B	common	stock.	After termination	of	the	restrictions,	the	class	B	common	stock	will	be	convertible	into	class	A	common	stock	if	transferred	to	a	person	that	was	not	a	Visa member	or	similar	person	or	affiliate	of	a	Visa	member	or	similar	person.	Upon	such	transfer,	each	share	of	class	B	common	stock	will	automatically convert	into	a	number	of	shares	of	class	A	common	stock	based	upon	the	applicable	conversion	rate	in	effect	at	the	time	of	such	transfer.

Funding	of	the	litigation	escrow	account. Immediately	following	the	IPO	in	March	2008,	the	conversion	rate	applicable	to	class	B	common	stock was	reduced	to	0.7143	share	of	class	A	common	stock	for	each	share	of	class	B	common	stock	to	reflect	the	initial	deposit	of	$3.0	billion	into	the	escrow 109

account.	Further	adjustment	of	the	conversion	rate	occurs	upon:	(i)	the	completion	of	any	follow-on	offering	of	class	A	common	stock	completed	to increase	the	size	of	the	escrow	account	(or	any	cash	deposit	by	the	Company	in	lieu	thereof)	resulting	in	a	further	corresponding	decrease	in	the conversion	rate;	or	(ii)	the	final	resolution	of	the	covered	litigation	and	the	release	of	funds	remaining	on	deposit	in	the	escrow	account	to	the	Company resulting	in	a	corresponding	increase	in	the	conversion	rate.	The	adoption	of	the	Fifth	Amended	and	Restated	Certificate	of	Incorporation	in	December 2008	provides	the	Company	greater	flexibility	to	fund	the	escrow	account,	which	the	Company	has	done	with	various	deposits	into	the	escrow	account during	fiscal	2010	and	2009.	The	conversion	rate	applicable	to	class	B	common	stock	outstanding	at	September	30,	2010	is	0.5550	share	of	class	A common	stock,	per	class	B	common	stock.

Subsequent	to	the	fiscal	2010	year	end,	on	October	8,	2010,	the	Company	funded	the	escrow	account	with	an	additional	$800	million,	which	further reduced	the	conversion	rate	applicable	to	class	B	common	stock	outstanding	from	0.5550	to	0.5102	share	of	class	A	common	stock	per	share	of	class	B common	stock.	This	funding	had	the	effect	of	a	repurchase	by	the	Company	of	the	equivalent	of	approximately	11	million	shares	of	class	A	common stock.	See	Note	4—Retrospective	Responsibility	Plan.

After	giving	effect	to	the	October	2010	escrow	funding	and	the	corresponding	reduction	in	the	conversion	rate	applicable	to	class	B	common	stock outstanding,	the	number	of	shares	of	each	class	and	the	number	of	shares	of	class	A	common	stock	outstanding,	on	an	as-converted	basis,	are	as follows:

|  |  |  | Class	A | account	funding | account	funding |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | Conversion | Common | Conversion |  |
|  |  | Rate\tInto | Stock\tAs | Rate\tInto | Class\tA |
|  | Shares\tOutstanding | Class\tA | Converted\tat | Class\tA | Common |
| (in\tmillions\texcept | at\tSeptember\t30, | Common | September\t30, | Common | Stock\tAs |
| conversion\trate) | 2010 | Stock | 2010^(1) | Stock | Converted^(1) |
| Class\tA\tcommon\tstock | 493 | — | 493 | — | 493 |
| Class\tB\tcommon\tstock | 245 | 0.5550 | 136 | 0.5102 | 125 |
| Class\tC\tcommon\tstock | 97 | 1.0000 | 97 | 1.0000 | 97 |
|  |  |  | 727 |  | 716 |

Figures	may	not	sum	due	to	rounding.	As-converted	class	A	common	stock	count	calculated	based	on	whole	numbers.

Accelerated	Class	C	Share	Release	Program.	On	April	27,	2009,	the	Company's	board	of	directors	approved	a	program	in	which	holders	of	class	C common	stock	were	permitted	to	liquidate	up	to	30%	of	their	class	C	common	stock	between	July	1,	2009	and	September	30,	2009,	subject	to	certain terms	and	conditions.	Under	this	program,	40	million	shares	of	class	C	common	stock	were	released	from	transfer	restrictions.	On	January	21,	2010,	the Company's	board	of	directors	approved	a	second	class	C	share	release	program	in	which	the	number	of	shares	released	from	transfer	restrictions	for any	holders	of	class	C	common	stock	was	the	greater	of	(a)	50%	of	the	restricted	shares	of	class	C	common	stock	held	by	that	stockholder	as	of	March	1, 2010,	and	(b)	5,000	shares	of

class	C	common	stock	(or	in	the	case	of	stockholders	with	fewer	than	5,000	shares	of	class	C	common	stock,	all	of	their	shares).	Stockholder	application was	not	required.	Under	this	program,	56	million	shares	of	class	C	common	stock	were	released	from	transfer	restrictions.	The	release	of	these	shares did	not	increase	the	number	of	outstanding	shares	on	an	as-converted	basis,	and	there	was	no	dilutive	effect	to	the	outstanding	class	A	common	stock share	count	on	an	as-converted	basis	from	these	transactions.

Of	the	96	million	shares	of	class	C	common	stock	released	from	transfer	restrictions,	55	million	shares	have	been	converted	from	class	C	common stock	to	class	A	common	stock	upon	the	sale	or	transfer	by	the	holders	of	class	C	common	stock	into	the	public	market	through	September	30,	2010.

At	September	30,	2010,	55	million	shares	of	class	C	common	stock	remain	subject	to	the	general	transfer	restrictions	that	expire	on	March	25,	2011 under	Visa's	amended	and	restated	certificate	of	incorporation	and	will	not	be	transferable	or	convert	into	class	A	common	stock	until	such	date.	This transfer	restriction	is	subject	to	limited	exceptions,	including	transfers	to	other	holders	of	class	C	common	stock.	The	Company's	board	of	directors	may make	additional	exceptions	to	this	transfer	restriction.	After	termination	of	the	restrictions,	the	class	C	common	stock	will	convert	into	class	A	common stock	if	transferred	to	a	person	that	was	not,	immediately	after	the	reorganization,	a	Visa	member.	In	connection	with	such	a	transfer,	each	share	of	class C	common	stock	will	automatically	convert	into	a	number	of	shares	of	class	A	common	stock	on	a	one-to-one	basis,	subject	to	adjustments	for	stock splits,	recapitalizations	and	similar	transactions.

Share	repurchase	plan.	In	October	2009,	the	Company's	board	of	directors	authorized	a	$1.0	billion	share	repurchase	plan	that	was	to	be	in	place through	September	30,	2010.	During	fiscal	2010,	the	Company	repurchased	approximately	12.9	million	shares	of	its	class	A	common	stock	at	an	average price	of	$77.48	per	share,	using	the	entire	$1.0	billion	of	authorized	funds.	Repurchased	shares	have	been	retired	and	constitute	authorized	but	unissued shares.	In	October	2010,	the	Company's	board	of	directors	authorized	a	second	$1.0	billion	share	repurchase	plan	to	be	in	place	through	September	30, 2011,	subject	to	extension	or	expansion	at	the	determination	of	the	Company's	board	of	directors.

Special	IPO	Cash	and	Stock	Dividends	Received	from	Cost	Method	Investees.	 Several	of	the	Company's	cost	method	investees	are	also	holders of	class	C	common	stock	and	elected	to	declare	a	special	cash	dividend	to	return	to	their	owners	on	a	pro	rata	basis,	the	proceeds	received	as	a	result	of the	redemption	of	a	portion	of	their	class	C	common	stock.	As	a	result	of	the	Company's	ownership	interest	in	these	cost	method	investees,	the	Company recorded	approximately	$1	million,	$2	million	and	$29	million	of	special	cash	dividends	received	from	these	investees	during	fiscal	2010,	2009	and	2008, respectively.	In	addition,	the	Company	received	24,449	and	525,443	shares	of	its	own	class	C	common	stock	during	fiscal	2009	and	2008,	respectively, from	similar	cost	method	investees	and	recorded	$1	million	and	$35	million,	respectively,	as	treasury	stock.	This	treasury	stock	was	retired	in	fiscal	2010 and	2009	and	the	Company	has	no	class	C	common	treasury	stock	outstanding	at	September	30,	2010.

These	special	cash	and	stock	dividends	are	recorded	as	an	increase	in	additional	paid-in	capital,	net	of	tax,	and	are	not	recorded	as	income	in	the consolidated	statements	of	operations	as	they	represent	the	same	redemption	proceeds	and	shares	issued	by	the	Company	as	part	of	the	reorganization. Any	value	recorded	upon	their	return	would	be	the	result	of	appreciation	in	the

Company's	own	stock,	which	is	therefore	not	recorded	as	income.	The	value	of	the	treasury	stock	was	calculated	based	on	other	class	C	common	stock transactions	by	other	holders	of	class	C	common	stock	with	unrelated	third	parties.

Preferred	Stock.	Preferred	stock	may	be	issued	as	redeemable	or	non-redeemable,	and	it	has	preference	over	any	class	of	common	stock	with respect	to	the	payment	of	dividends	and	distribution	of	the	Company's	assets	in	the	event	of	a	liquidation	or	dissolution.	The	Company	had	no	shares	of preferred	stock	outstanding	during	and	at	the	end	of	fiscal	2010	and	2009.

Voting	Rights.	The	holders	of	class	A	common	stock	have	the	right	to	vote	on	all	matters	on	which	stockholders	generally	are	entitled	to	vote.	All holders	of	class	B	and	class	C	common	stock	have	no	right	to	vote	on	any	matters,	except	for	certain	defined	matters,	including	any	consolidation, merger,	combination	or	any	decision	to	exit	the	core	payments	business,	in	which	case	the	holders	of	class	B	and	class	C	common	stock	are	entitled	to cast	a	number	of	votes	equal	to	the	number	of	shares	of	class	B	or	class	C	common	stock	held	multiplied	by	the	applicable	conversion	rate	in	effect	on the	record	date.

Dividends	Declared.	On	October	20,	2010,	the	Company's	board	of	directors	declared	a	dividend	in	the	aggregate	amount	of	$0.15	per	share	of class	A	common	stock	(determined	in	the	case	of	class	B	and	class	C	common	stock	on	an	as-converted	basis)	to	be	paid	on	December	7,	2010	to	all holders	of	record	of	the	Company's	class	A,	class	B	and	class	C	common	stock	as	of	November	19,	2010.	The	Company	declared	and	paid	$368	million in	dividends	in	fiscal	2010	at	a	quarterly	rate	of	$0.125	per	share.

# Note	17—Earnings	Per	Share

Basic	earnings	per	share	is	computed	by	dividing	net	income	available	to	each	class	and	series	by	the	weighted	average	number	of	shares	of common	stock	outstanding	and	participating	securities	in	the	form	of	unvested	restricted	stock	awards	and	unvested	restricted	stock	units	during	the period.	Net	income	is	allocated	to	each	class	and	series	of	common	stock	based	on	its	proportional	ownership	on	an	as-converted	basis.	The	weighted number	of	shares	of	each	class	and	series	of	common	stock	outstanding	reflects	changes	in	ownership	over	the	periods.	See	Note	16—Stockholders' Equity.

Diluted	earnings	per	share	is	computed	by	dividing	net	income	available	by	the	weighted	average	number	of	shares	of	common	stock	outstanding, participating	securities	in	the	form	of	unvested	restricted	stock	awards	and	unvested	restricted	stock	units	and,	if	dilutive,	potential	class	A	common	stock equivalent	shares	outstanding	during	the	period,	consisting	of:	(1)	shares	of	class	A	common	stock	issuable	upon	the	conversion	of	class	B	and	class	C common	stock	based	on	the	conversion	rate	in	effect	through	the	period,	and	(2)	incremental	shares	of	class	A	common	stock	calculated	by	applying	the treasury	stock	method	to	the	assumed	exercise	of	employee	stock	options	and	the	assumed	vesting	of	unearned	performance	shares.

Effective	October	1,	2009,	the	Company	adopted	a	new	accounting	standard	which	requires	unvested	share-based	payment	awards	that	contain non-forfeitable	rights	to	dividends	or	dividend	equivalents,	such	as	the	Company's	restricted	stock	awards	and	restricted	stock	units,	to	be	included	as participating	securities	in	computing	earnings	per	share.	Comparable	prior	period	earnings	per

share	data	have	been	recomputed	to	conform	to	current	period	presentation.	As	a	result	of	this	adoption,	fiscal	2009	basic	earnings	per	share	for	class	A and	class	C	common	stock	decreased	from	$3.11	(previously	reported)	to	$3.10.	There	was	no	other	change	to	previously	reported	basic	or	diluted earnings	per	share	for	the	full	year	fiscal	2009	and	2008	as	a	result	of	this	adoption.

The	following	table	presents	basic	and	diluted	earnings	per	share	for	fiscal	2010.

|  | Income<br>Allocation<br>($)	(A) | Weighted<br>Average<br>Shares<br>Outstanding	(B) | Earnings	per<br>Share	($)	=<br>(A)/(B)^(1) | Income<br>Allocation<br>($)	(A) | Weighted<br>Average<br>Shares<br>Outstanding	(B) | Earnings	per<br>Share	($)	=<br>(A)/(B)^(1) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Participating\tCommon\tStock\tClassified\tas\ta\tLiability: |  |  |  |  |  |  |
| Class\tC\t(series\tIII) | 18 | 19 | \tNot\tpresented | 18 | 19 | \tNot\tpresented |
| Common\tStock\tClassified\tas\tTemporary\tEquity: |  |  |  |  |  |  |
| Class\tC\t(series\tII) | 44 | 56 | 0.79 | 44 | 56 | 0.79 |
| Common\tStock\tClassified\tas\tStockholders'\tEquity: |  |  |  |  |  |  |
| Class\tA^(2) | 232 | 239 | 0.96 | 742 | 770 | 0.96 |
| Class\tB | 284^(3) | 333 | 0.85 | 283^(3) | 333 | 0.85 |
| Class\tC\t(series\tI) | 183 | 191 | 0.96 | 183 | 191 | 0.96 |
| Class\tC\t(series\tIII\t&amp;\tIV) | 42 | 44 | 0.96 | 42 | 44 | 0.96 |
| Participating\tsecurities | 1 | \tNot\tpresented | \tNot\tpresented | 1 | \tNot\tpresented | \tNot\tpresented |
| Net\tincome\tattributable\tto\tVisa\tInc. | $804 |  |  |  |  |  |

Earnings	per	share	calculated	based	on	whole	numbers,	not	rounded	numbers.

The	computation	of	average	dilutive	shares	outstanding	excluded	approximately	3	million	stock	options	for	fiscal	2010	and	less	than	1	million	for fiscal	2009	and	2008,	respectively,	because	their	effect	would	have	been	anti-dilutive.

Net	income	attributable	to	Visa	Inc.	is	allocated	to	each	class	and	series	of	common	stock	on	an	as-converted	basis.	The	weighted	average numbers	of	shares	of	class	B	common	stock	outstanding	on	an	as-converted	basis	used	in	the	allocation	of	net	income	were	141	million, 157	million	and	295	million	for	fiscal	2010,	2009	and	2008,	respectively.

Net	income	attributable	to	Visa	Inc.	was	allocated	to	the	shares	of	redeemed	common	stock	for	the	period	during	which	they	were	outstanding.

# Note	18—Share-based	Compensation

The	Company's	2007	Equity	Incentive	Compensation	Plan,	or	the	EIP,	authorizes	the	compensation	committee	of	the	board	of	directors	to	grant non-qualified	stock	options,	or	options,	restricted	stock	awards,	or	RSAs,	restricted	stock	units,	or	RSUs,	and	performance-based	shares	to	its	employees and	non-employee	directors,	for	up	to	59,000,000	shares	of	class	A	common	stock.	Shares	available	for	award	may	be	either	authorized	and	unissued	or previously	issued	shares	subsequently	acquired	by	the	Company.	The	EIP	will	continue	in	effect	until	all	of	the	common	stock	available	under	the	EIP	is delivered	and	all	restrictions	on	those	shares	have	lapsed,	unless	the	EIP	is	terminated	earlier	by	the	Company's	board	of	directors.	No	awards	may	be granted	under	the	plan	on	or	after	10	years	from	its	effective	date.

Share-based	compensation	expense	is	recorded	net	of	estimated	forfeitures	on	a	straight-line	basis	for	awards	with	service	conditions	only,	and	on a	graded-vesting	basis	for	awards	with	service,	performance	and	market	conditions.	The	Company's	estimated	forfeiture	rate	is	based	on	an	evaluation of	actual	and	trended	forfeiture	data	and	employee	attrition	rates.	For	fiscal	2010,	2009	and	2008,	the	Company	recorded	share-based	compensation expense	of	$135	million,	$115	million	and	$74	million,	respectively,	in	personnel	on	its	consolidated	statement	of	operations.	Of	the	$135	million	share- based	compensation	expense	in	fiscal	2010,	$4	million	relates	to	expense	recognized	upon	the	CyberSource	acquisition	that	was	paid	in	cash.	The amount	of	capitalized	share-based	compensation	expense	is	immaterial	during	fiscal	2010,	2009	and	2008.

# Options

Options	issued	under	the	EIP	expire	10	years	from	the	date	of	grant	and	vest	ratably	over	three	years	from	the	date	of	grant,	subject	to	earlier vesting	in	full	under	certain	conditions.

On	July	21,	2010,	the	Company	completed	the	acquisition	of	CyberSource	Corporation	at	a	price	of	$26.00	per	share.	In	connection	with	the acquisition,	the	Company	terminated	the	non-vested	in-the-money	options	held	by	CyberSource	employees	on	the	acquisition	date	and	replaced	them with	approximately	1.6	million	of	the	Company's	options.	These	replacement	awards	have	a	weighted	average	exercise	price	of	$47.34	per	share,	which is	calculated	by	multiplying	the	original	weighted	average	grant	price	to	the	ratio	of	the	Company's	closing	stock	price	on	the	trading	day	immediately preceding	the	acquisition	date	to	the	per	share	acquisition	price	of	$26.00.	The	replacement	awards	will	vest	over	a	period	of	three	years	from	the	original grant	date	of	the	CyberSource	options,	or	in	general,	less	than	three	years.	These	replacement	awards	are	subject	to	the	terms	of	the	EIP	and	will	not	be counted	against	the	original	59,000,000	authorized	share	pool.

During	fiscal	2010,	2009,	and	2008,	the	fair	value	of	each	stock	option	was	estimated	on	the	date	of	grant	using	a	Black-Scholes	option	pricing model	with	the	following	assumptions:

|  | 2010^(5) | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Expected\tterm\t(in\tyears)^(1) | 3.46 | 5.69 | 5.79 |
| Risk-free\trate\tof\treturn^(2) | 1.4% | 2.7% | 2.6% |
| Expected\tvolatility^(3) | 36.4% | 44.2% | 36.1% |
| Expected\tdividend\tyield^(4) | 0.7% | 0.7% | 1.0% |
| Weighted-average\tfair\tvalue\tper\toption\tgranted | $29.46 | $23.54 | $15.34 |

Based	on	a	set	of	peer	companies	who	issued	awards	with	similar	terms.

Based	upon	the	zero	coupon	U.S.	treasury	bond	rate	over	the	expected	term	of	the	awards.

Based	on	the	average	of	the	Company's	implied	and	historical	volatility.	As	the	Company's	publicly	traded	stock	history	is	relatively	short,	historical volatility	relies	in	part	on	the	historical	volatility	of	a	group	of	peer	companies	that	management	believes	is	generally	comparable	to	Visa.	The expected	volatilities	ranged	from	33%	to	38%	in	fiscal	2010.

Based	on	the	Company's	expected	annual	dividend	rate	on	the	date	of	grant.

Includes	the	impact	of	replacement	awards	issued	as	part	of	the	CyberSource	acquisition.

The	following	table	summarizes	the	Company's	option	activity	for	fiscal	2010:

|  |  |  | Options | Weighted-<br>Average<br>Exercise	Price<br>Per	Share | Remaining<br>Contractual<br>Term	(in<br>years) | Aggregate<br>Intrinsic<br>Value^(1) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  |  |  | (in\tmillions) |
| Outstanding\tat\tOctober\t1,\t2009 | Outstanding\tat\tOctober\t1,\t2009 | Outstanding\tat\tOctober\t1,\t2009 | \t 9,090,276 | $45.81 |  |  |
| Granted |  |  | \t 2,592,873 | $59.97 |  |  |
| Forfeited/expired | Forfeited/expired | Forfeited/expired | (510,039) | $51.83 |  |  |
| Exercised |  |  | \t(1,230,731) | $44.97 |  |  |
| Outstanding\tat\tSeptember\t30,\t2010 | Outstanding\tat\tSeptember\t30,\t2010 | Outstanding\tat\tSeptember\t30,\t2010 | \t 9,942,379 | $49.30 | 7.3 | $253 |
| Options\texercisable\tat\tSeptember\t30,\t2010 |  |  | \t 4,471,580 | $45.77 | 7.5 | $128 |
| Options\texercisable\tand\texpected\tto\tbe\tvested\tat\tSeptember\t30,\t2010 | (2 | ) | \t 9,264,101 | $49.18 | 7.3 | $237 |

Calculated	using	the	stock	price	at	September	30,	2010	of	$74.26	less	the	option	exercise	price,	multiplied	by	the	number	of	instruments.	The aggregate	intrinsic	value	excludes	stock	options	with	an	option	exercise	price	greater	than	$74.26.

Include	options	exercisable	and	those	expected	to	be	vested,	reflecting	estimated	forfeitures.

For	the	options	exercised	during	fiscal	2010	and	2009,	the	total	intrinsic	value	was	$42	million	and	$16	million,	respectively,	and	the	tax	benefit realized	was	$15	million	and	$5	million,	respectively.	There	were	no	options	exercised	during	fiscal	2008.

As	of	September	30,	2010,	there	was	$71	million	of	total	unrecognized	compensation	cost	related	to	non-vested	options,	which	is	expected	to	be recognized	over	a	weighted	average	period	of	approximately	1.2	years.

# Restricted	Stock	Awards	and	Restricted	Stock	Units

RSAs	and	RSUs	issued	under	the	EIP	generally	vest	ratably	over	three	years	from	the	date	of	grant,	subject	to	earlier	vesting	in	full	under	certain conditions.

Upon	vesting,	the	RSAs	are	settled	in	class	A	common	stock	on	a	one-for-one	basis.	During	the	vesting	period,	RSA	award	recipients	are	eligible to	receive	dividends	and	participate	in	the	same	voting	rights	as	those	granted	to	the	holders	of	the	underlying	class	A	common	stock.	Upon	vesting, RSUs	can	be	settled	in	class	A	common	stock	on	a	one-for-one	basis	or	in	cash,	or	a	combination	thereof,	at	the	Company's	option.	The	Company	does not	currently	intend	to	settle	any	RSUs	in	cash.	During	the	vesting	period,	RSU	award	recipients	are	eligible	to	receive	dividend	equivalents	but	do	not participate	in	the	voting	rights	granted	to	the	holders	of	the	underlying	class	A	common	stock.

The	fair	value	and	compensation	cost	before	estimated	forfeitures	for	RSAs	and	RSUs	is	calculated	using	the	closing	price	of	class	A	common stock	on	the	date	of	grant.	The	total	fair	value	of	RSAs	and	RSUs	vested	during	fiscal	2010	and	2009	was	$32	million	and	$78	million,	respectively.	There were	no	RSAs	or	RSUs	vested	in	fiscal	2008.

The	following	table	summarizes	the	Company's	RSA	and	RSU	activity	for	fiscal	2010:

|  |  |  | Weighted- |  | Remaining | Remaining | Aggregate | Aggregate |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | Average |  | Contractual | Contractual | Intrinsic |  |
|  | Restricted\tStock | Restricted\tStock | Grant\tDate\nFair\tValue | Grant\tDate\nFair\tValue | Term\t(in\nyears) |  | Value^(1)\n(in\tmillions) | Value^(1)\n(in\tmillions) |
|  | Awards | Units | RSA | RSU | RSA | RSU | RSA | RSU |
| Outstanding\tat\tOctober\t1,\t2009 | \t1,236,011 | \t 277,014 | $56.55 | $56.64 |  |  |  |  |
| Granted | 878,626 | \t 247,270 | \t 79.58 | \t 79.59 |  |  |  |  |
| Vested | (458,803) | \t(104,536) | \t 57.13 | \t 56.34 |  |  |  |  |
| Forfeited/expired | (88,627) | (49,110) | \t 64.60 | \t 66.10 |  |  |  |  |
| Outstanding\tat\tSeptember\t30,\t2010 | \t1,567,207 | \t 370,638 | $68.84 | $70.60 | \t1.7 | \t1.7 | $116 | $28 |

Calculated	using	the	stock	price	at	September	30,	2010	of	$74.26	multiplied	by	the	number	of	instruments.

At	September	30,	2010,	there	was	$66	million	and	$16	million	of	total	unrecognized	compensation	cost	related	to	non-vested	RSAs	and	RSUs, respectively,	which	is	expected	to	be	recognized	over	a	weighted	average	period	of	approximately	1.7	years.

# Performance-based	Shares

For	performance-based	shares	granted	in	fiscal	2010,	the	ultimate	number	of	shares	earned	will	be	between	zero	and	203,006,	depending	on	the Company's	achievement	of	specified	cumulative	net	income	performance	targets,	and	the	Company's	stock	price	ranked	against	the	total	shareholder return	of	companies	that	are	included	in	the	Standard	&	Poor's	500	Index	during	the	approximate	two-year	period	beginning	October	28,	2009.	The	grant- date	fair	value	of	these	performance-based	shares,	incorporating	the	market	condition	using	a	Monte	Carlo	simulation	model,	was	$88.06	per	share.	Of the	performance	shares	granted	in	fiscal	2009,	295,736	shares	were	earned	based	on	the	Company's	achievement	of	specified	adjusted	net	income performance	targets	during	the	one-year	period	ended	September	30,	2009.	The	fiscal	2009	grants	did	not	include	additional	performance	conditions.

Compensation	expense	for	performance-based	shares	is	initially	estimated	based	on	target	performance	and	recorded	net	of	estimated	forfeitures, and	is	adjusted	as	appropriate	throughout	the	performance	period.	Performance	shares	vest	in	two	equal	installments	approximately	two	and	three	years from	the	date	of	the	grant,	subject	to	earlier	vesting	in	full	under	certain	conditions.	At	September	30,	2010,	there	was	$9	million	of	total	unrecognized compensation	cost	related	to	non-vested	performance-based	shares.

The	following	table	summarizes	the	Company's	performance-based	shares	activity	for	fiscal	2010:

|  |  | Weighted- | Remaining | Aggregate |
| :--- | :--- | :--- | :--- | :--- |
|  |  | Average | Contractual | Intrinsic |
|  |  | Grant\tDate | Term\t(in | Value^(1) |
|  | Shares | Fair\tValue | years) | (in\tmillions) |
| Outstanding\tat\tOctober\t1,\t2009 | \t295,736 | $56.47 |  |  |
| Granted | \t203,006 | 88.06 |  |  |
| Vested | (49,584) | 56.47 |  |  |
| Forfeited/expired | (33,558) | 72.14 |  |  |
| Outstanding\tat\tSeptember\t30,\t2010 | \t415,600 | $70.64 | 1.1 | $31 |

# Note	19—Commitments	and	Contingencies

# Commitments

The	Company	leases	certain	premises	and	equipment	throughout	the	world	with	varying	expiration	dates.	The	Company	incurred	total	rent expense	of	$59	million	in	fiscal	2010,	and	$77	million	in	each	fiscal	2009	and	2008,	respectively.	Future	minimum	payments	on	leases	and	marketing	and sponsorship	agreements	per	fiscal	year,	at	September	30,	2010	are	as	follows:

| (in	millions) | 2011 | 2012 | 2013 | 2014 | 2015 | Thereafter | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Operating\tleases | $57 | $36 | $28 | $14 | $10 | $12 | $157 |
| Capital\tleases | 13 | 13 | 13 | \t — | \t — | — | 39 |
| Marketing\tand\tsponsorships | \t 110 | \t 106 | 96 | \t 100 | 68 | 105 | \t 585 |
| Total | $180 | $155 | $137 | $114 | $78 | $117 | $781 |

Certain	sponsorship	agreements	require	the	Company	to	spend	a	certain	amount	for	advertising	and	marketing	promotion	over	the	term	of	the contract	without	specifying	the	exact	year	of	spend.	For	these	obligations,	the	Company	has	estimated	the	timing	of	when	these	amounts	will	be	spent.	In addition	to	fixed	payments	stated	above,	certain	sponsorship	agreements	require	the	Company	to	undertake	marketing,	promotional	or	other	activities	up to	stated	monetary	values	to	support	events	which	the	Company	is	sponsoring.	The	stated	monetary	value	of	these	activities	typically	represents	the value	in	the	marketplace,	which	may	be	significantly	in	excess	of	the	actual	costs	incurred	by	the	Company.

# Volume	and	Support	Incentives

The	Company	has	agreements	with	clients	for	various	programs	designed	to	build	payments	volume	and	increase	the	acceptance	of	its	products. These	agreements,	with	original	terms	ranging	from	one	to	thirteen	years,	provide	card	issuance,	and/or	conversion,	volume	targets	and	marketing	and program	support	based	on	specific	performance	requirements.	These	agreements	are	designed	to

encourage	customer	business	and	to	increase	overall	Visa-branded	payment	volume,	thereby	reducing	unit	transaction	processing	costs	and	increasing brand	awareness	for	all	Visa	clients.

Payments	made	that	qualify	for	capitalization,	and	obligations	incurred	under	these	programs	are	included	on	the	balance	sheet.	Obligations	under these	customer	agreements	are	amortized	as	a	reduction	to	revenue	in	the	same	period	as	the	related	revenues	are	earned,	based	on	management's estimate	of	the	customer's	performance	in	accordance	with	the	terms	of	the	incentive	agreement.	The	agreements	may	or	may	not	limit	the	amount	of customer	incentive	payments.

The	table	below	sets	forth	the	expected	future	reduction	of	revenue	for	volume	and	support	incentive	agreements	in	effect	at	September	30,	2010:

| (in	millions) | 2011 | 2012 | 2013 | 2014 | 2015 | Thereafter | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Volume\tand\tsupport\tincentives | $1,575 | $1,515 | $1,318 | $895 | $539 | $458 | $ 6,300 |

The	actual	amounts	that	are	recorded	will	be	greater	or	less	than	the	estimates	above	due	to	customer	performance,	execution	of	new	contracts,	or amendments	to	existing	contracts.	Based	on	these	agreements,	increases	in	incentive	payments	are	generally	driven	by	increased	payment	and transaction	volume,	and	as	a	result,	in	the	event	incentive	payments	exceed	this	estimate,	such	payments	are	not	expected	to	have	a	material	effect	on the	Company's	financial	condition,	results	of	operations	or	cash	flows.

# Other	Contingencies

In	the	ordinary	course	of	business,	the	Company	enters	into	contractual	arrangements	with	financial	institution	and	other	clients	pursuant	to	which the	Company	may	agree	to	indemnify	the	client	for	certain	types	of	losses	incurred	relating	to	the	services	Visa	provides	or	otherwise	relating	to	the Company's	performance	under	the	applicable	agreement.

In	October	2010,	one	of	the	Company's	processing	clients	tendered	a	contractual	indemnity	claim	to	Visa	relating	to	the	Company's	customer	call center	operational	practices.	Visa's	agreement	with	this	client	provides	for	contractual	indemnity	up	to	approximately	$3	million	and	the	Company	has reserved	for	this	amount	in	fiscal	2010.	However,	the	processing	client	asserts	that	the	Company	is	responsible	for	additional	amounts.	The	likelihood	of losses	that	may	become	payable	to	this	processing	client	under	such	claims	(or	to	cardholders	or	others	under	additional	claims	they	may	bring	in connection	with	the	Company's	call	center	operations)	and	the	amount	of	potential	losses	associated	with	such	claims	cannot	be	determined	or estimated	at	this	time	and	the	Company	has	therefore	not	established	any	additional	accounting	reserve	for	them.

# Note	20—Related	Parties

Visa	considers	an	entity	to	be	a	related	party	for	purposes	of	this	Note	20	if	that	entity	owns	more	than	10%	of	Visa's	total	voting	common	stock	at the	end	of	the	fiscal	year	or	if	an	officer	or	employee	of	that	entity	also	serves	on	the	board	of	directors.	The	Company	considers	an	investee	to	be	a related	party	if	the	Company's:	(i)	ownership	interest	in	the	investee	is	greater	than	or	equal	to	10%;	or	(ii)	if	the	investment	is	accounted	for	under	the equity	method	of	accounting.	There	were	no	material	operating	expenses	incurred	during	fiscal	2010,	2009	and	2008,	or	material	amounts	due	to	or	from related	parties	at	the	end	of	fiscal	2010	and	2009.

Ownership.	At	September	30,	2010	and	2009,	no	entity	owned	more	than	10%	of	the	Company's	total	voting	common	stock.

Board	representation.	The	Company	generated	total	operating	revenues	of	approximately	$597	million,	$786	million	and	$538	million	from	clients represented	on	its	board	of	directors	during	fiscal	2010,	2009	and	2008,	respectively.	In	addition,	the	Company	maintains	banking	relationships	and	has credit	facilities	with	clients	that	have	representation	on	the	board	of	directors.	See	Note	11—Debt.

During	fiscal	2008,	one	of	the	Company's	directors,	and	the	spouse	of	another	of	the	Company's	directors,	were	officers	of	entities	that	participated in	(or	were	affiliated	with	an	entity	that	participated	in)	the	IPO	as	underwriters,	and	one	of	those	entities	was	also	a	client.	As	underwriters,	each	was offered	and	purchased	113	million	shares	of	class	A	common	stock	at	a	price	of	$42.77	per	share,	the	same	as	that	paid	by	all	underwriters	in	the	IPO. As	underwriters,	each	also	received	total	underwriter	fees	of	$139	million	in	March	2008.

Investees.	The	Company	generated	total	operating	revenues	of	$27	million,	$56	million	and	$39	million,	and	received	dividend	income	of	$2	million, $41	million	and	$65	million	from	related	party	investees	during	fiscal	2010,	2009	and	2008,	respectively.	The	Company	also	received	special	IPO dividends	from	certain	related	party	investees	which	are	included	in	the	amounts	discussed	in	Note	16—Stockholders'	Equity.

# Note	21—Income	Taxes

The	Company's	income	before	taxes	by	fiscal	year	consisted	of	the	following:

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| U.S. | $3,973 | $3,807 | $1,245 |
| Non-U.S. | 665 | 193 | 91 |
| Total\tincome\tbefore\ttaxes\tand\tminority\tinterest | $4,638 | $4,000 | $1,336 |

Fiscal	2010	U.S.	income	before	taxes	of	$4.0	billion	includes	$1.1	billion	from	non-U.S.	clients.

Income	tax	expense	by	fiscal	year	consisted	of	the	following:

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Current: |  |  |  |
| U.S.\tfederal | $1,089 | $912 | $ 416 |
| State\tand\tlocal | 260 | 226 | 82 |
| Non-U.S. | 76 | 208 | 31 |
| Total\tcurrent\ttaxes | \t 1,425 | \t 1,346 | 529 |
| Deferred: |  |  |  |
| U.S.\tfederal | 209 | 353 | 189 |
| State\tand\tlocal | 35 | 14 | (193) |
| Non-U.S. | 5 | (65) | 7 |
| Total\tdeferred\ttaxes | 249 | 302 | 3 |
| Total\tincome\ttax\texpense | $1,674 | $1,648 | $ 532 |

The	tax	effect	of	temporary	differences	that	give	rise	to	significant	portions	of	deferred	tax	assets	and	liabilities	at	September	30,	2010	and	2009	are presented	below:

|  | 2010 | 2009 |
| :--- | :--- | :--- |
|  | (in\tmillions) |  |
| Deferred\tTax\tAssets |  |  |
| Accrued\tcompensation\tand\tbenefits | $115 | $37 |
| Comprehensive\tincome | 78 | 105 |
| Investments\tin\tjoint\tventures | 12 | 19 |
| Accrued\tlitigation\tobligation | 210 | 571 |
| Volume\tand\tsupport\tincentives | 179 | 122 |
| Net\toperating\tloss\tcarryforward | 83 | — |
| Tax\tcredits | 25 | 19 |
| Federal\tbenefit\tof\tstate\ttaxes | 287 | 268 |
| Federal\tbenefit\tof\tforeign\ttaxes | 7 | 5 |
| Other | 57 | 44 |
| Deferred\ttax\tassets | 1,053 | 1,190 |
| Deferred\tTax\tLiabilities |  |  |
| Property,\tequipment\tand\ttechnology,\tnet | (186) | (135) |
| Intangible\tassets | (4,396) | (4,131) |
| Foreign\ttaxes | (21) | (16) |
| Other | (8) | (12) |
| Deferred\ttax\tliabilities | (4,611) | (4,294) |
| Net\tdeferred\ttax\tliabilities | $(3,558) | $(3,104) |

Total	net	deferred	tax	assets	and	liabilities	are	included	in	the	Company's	consolidated	balance	sheets	as	follows:

|  | September	30,<br>2010 |  | September	30,<br>2009 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Current\tdeferred\ttax\tassets | $623 |  | $703 |
| Non\tcurrent\tdeferred\ttax\tliabilities | (4,181) |  | (3,807) |
| Net\tdeferred\ttax\tliabilities | $(3,558) |  | $(3,104) |

The	decrease	in	the	deferred	tax	asset	for	accrued	litigation	obligation	is	primarily	due	to	payment	of	the	Retailers'	litigation	settlement	in	fiscal 2010.	The	increase	in	the	deferred	tax	liability	for	intangibles	is	primarily	related	to	the	acquisition	of	CyberSource	in	fiscal	2010.

In	assessing	the	realizability	of	deferred	tax	assets,	management	considers	whether	it	is	more	likely	than	not	that	all	or	some	portion	of	the	deferred tax	assets	will	not	be	realized.	The	ultimate	realization	of	the	deferred	tax	assets	is	dependent	upon	the	generation	of	future	taxable	income	during	the periods	in	which	those	temporary	differences	become	deductible.	Management	believes	it	is	more	likely	than	not	that	the	Company	will	realize	the benefits	of	its	deferred	tax	assets	recorded.

As	of	September	30,	2010,	the	Company	had	$217	million	federal	and	$137	million	state	net	operating	loss	carryforwards	from	CyberSource available	to	reduce	future	taxable	income.	The	federal	and	state	net	operating	loss	carryforwards	will	expire	in	fiscal	2013	through	2029.	Internal Revenue	Code	Section	382	imposes	substantial	restrictions	on	the	utilization	of	net	operating	losses	and	tax	credits	in	the	event	of	a	corporation's ownership	change,	as	defined	in	the	Internal	Revenue	Code.	Although	the	Company's	ability	to	utilize	the	net	operating	loss	carryforwards	was	limited	in fiscal	2010,	the	Company	expects	to	fully	utilize	the	net	operating	loss	carryforwards	in	future	years.

As	of	September	30,	2010,	the	Company	also	had	federal	and	state	research	and	development	tax	credit	carryforwards	of	$6	million	and	$21 million,	respectively.	The	federal	carryforwards	will	expire	in	fiscal	2017	through	2028.	The	state	carryforwards	can	be	carried	forward	indefinitely.	The Company	also	has	federal	alternative	minimum	tax	credits	of	approximately	$1	million,	which	do	not	expire.	The	Company	expects	to	realize	the	benefit of	the	credit	carryforwards	in	future	years.

The	income	tax	expense	differs	from	the	amount	of	income	tax	determined	by	applying	the	applicable	U.S.	federal	statutory	rate	of	35%	to	pretax income,	as	a	result	of	the	following:

|  | 2010 | 2010 | 2009 |  | 2008 | 2008 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Dollars | Percent | Dollars | Percent | Dollars | Percent |
|  |  |  | (in\tmillions) |  |  |  |
| U.S.\tfederal\tincome\ttax\tat\tstatutory\trate | $1,623 | 35% | $1,400 | 35% | $467 | 35% |
| State\tincome\ttaxes,\tnet\tof\tfederal\tbenefit | 177 | 4% | 156 | 4% | 43 | 3% |
| Non-U.S.\ttax\teffect,\tnet\tof\tfederal\tbenefit | (124) | (2)% | 7 | — | 13 | 1% |
| Reserve\tfor\ttax\tuncertainties\trelated\tto\tlitigation | 2 | — | 4 | — | 103 | 8% |
| Other,\tnet | 9 | — | 30 | 1% | 21 | 2% |
| Remeasurement\tof\tdeferred\ttaxes\tdue\tto\tchange\tin\tstate |  |  |  |  |  |  |
| apportionment | 15 | — | — | — | (115) | (9)% |
|  | — | — | 51 | 1% | — | — |
| Revaluation\tof\tVisa\tEurope\tput\toption | (28) | (1)% | — | — | — | — |
| Income\ttax\texpense | $1,674 | 36% | $1,648 | 41% | $532 | 40% |

The	difference	between	the	effective	income	tax	rates	for	fiscal	2009	and	fiscal	2010	is	primarily	due	to	changes	in	the	geographic	mix	of	the Company's	global	income;	the	benefit	of	tax	incentives	in	Singapore,	the	Company's	largest	operating	hub	outside	the	U.S.;	the	nontaxable	revaluation	of the	Visa	Europe	put	option	in	fiscal	2010;	and	the	additional	foreign	tax	related	to	the	sale	of	the	investment	in	VisaNet	do	Brasil	in	fiscal	2009.

The	effective	income	tax	rate	for	fiscal	2009	differs	from	that	for	fiscal	2008	primarily	due	to	the	additional	non-U.S.	tax	in	fiscal	2009	on	the	sale	of the	investment	in	VisaNet	do	Brasil,	the	litigation	tax	reserves	in	fiscal	2008,	and	a	rate	reduction	in	fiscal	2008	from	the	combined	effect	of	the	loss	of	a California	special	deduction	upon	IPO	and	the	deferred	tax	remeasurement	benefit	from	the	change	in	state	tax	apportionment.

Income	taxes	receivable	of	$140	million	and	$135	million	are	included	in	prepaid	and	other	current	assets	at	September	30,	2010	and	2009, respectively.	See	Note	7—Prepaid	Expenses	and	Other	Assets.	At	September	30,	2010	and	2009,	income	taxes	payable	of	$40	million	and	$23	million,

respectively,	are	included	in	accrued	income	taxes	as	part	of	accrued	liabilities,	and	accrued	income	taxes	of	$423	million	and	$304	million,	respectively, are	included	in	other	long-term	liabilities.	See	Note	10—Accrued	and	Other	Liabilities.

Cumulative	undistributed	earnings	of	the	Company's	international	subsidiaries	amounted	to	$974	million	at	September	30,	2010,	all	of	which	are intended	to	be	reinvested	indefinitely	outside	the	U.S.	The	amount	of	income	taxes	that	would	have	resulted	had	such	earnings	been	repatriated	is	not practically	determinable.

The	Company's	largest	operating	hub	outside	the	U.S.	is	located	in	Singapore.	It	operates	under	a	tax	incentive	agreement	which	is	effective through	September	30,	2014,	and	may	be	extended	through	September	30,	2023,	if	certain	additional	requirements	are	satisfied.	The	tax	incentive agreement	is	conditional	upon	certain	employment	and	investment	thresholds	being	met	by	the	Company.	The	tax	incentive	agreement	decreased Singapore	tax	by	$93	million	in	fiscal	2010	and	$16	million	in	fiscal	2009.	The	benefit	of	the	tax	incentive	agreement	on	diluted	earnings	per	share	was $0.13	in	fiscal	2010	and	$0.02	in	fiscal	2009.

In	accordance	with	ASC	740,	the	Company	is	required	to	inventory,	evaluate,	and	measure	all	uncertain	tax	positions	taken	or	to	be	taken	on	tax returns,	and	to	record	liabilities	for	the	amount	of	such	positions	that	may	not	be	sustained,	or	may	only	partially	be	sustained,	upon	examination	by	the relevant	taxing	authorities.

At	September	30,	2010	and	2009,	the	Company's	total	gross	unrecognized	tax	benefits	were	$545	million	and	$439	million,	respectively,	exclusive of	interest	and	penalties	described	below.	Included	in	the	$545	million	and	$439	million	are	$443	million	and	$397	million	of	unrecognized	tax	benefits, respectively,	that	if	recognized,	would	reduce	the	effective	tax	rate	in	a	future	period.

A	reconciliation	of	beginning	and	ending	unrecognized	tax	benefits	by	fiscal	year	is	as	follows:

|  | 2010 | 2009 |
| :--- | :--- | :--- |
|  | (in\tmillions) | (in\tmillions) |
| Beginning\tbalance\tat\tOctober\t1 | $439 | $407 |
| Increases\tof\tunrecognized\ttax\tbenefits\trelated\tto\tprior\tyears | 65 | 14 |
| Increases\tof\tunrecognized\ttax\tbenefits\trelated\tto\tcurrent\tyear | 44 | 23 |
| Decreases\tof\tunrecognized\ttax\tbenefits\trelated\tto\tsettlements | \t — | (4) |
| Reductions\tto\tunrecognized\ttax\tbenefits\trelated\tto\tlapsing\tstatute\tof\tlimitations | (3) | (1) |
| Ending\tbalance\tat\tSeptember\t30 | $545 | $439 |

It	is	the	Company's	policy	to	account	for	interest	expense	and	penalties	related	to	uncertain	tax	positions	as	interest	expense	and	administrative and	other,	respectively,	in	its	consolidated	statements	of	operations.	In	fiscal	2010,	2009	and	2008,	the	Company	recognized	$37	million,	$17	million	and $2	million	of	interest	expense,	respectively,	and	$5	million,	$4	million	and	a	de	minimis	amount	of	penalties,	respectively,	related	to	uncertain	tax	positions in	its	consolidated	statements	of	operations.	At	September	30,	2010	and	2009,	the	Company	had	accrued	interest	of	$58	million	and	$22	million, respectively,	and	accrued	penalties	of	$10	million	and	$5	million,	respectively,	related	to	uncertain	tax	positions	in	its	other	long-term	liabilities.

The	Company	believes	that	unrecognized	tax	benefits	may	possibly	decrease	by	$50	million	within	the	next	12	months,	due	to	the	possible effective	settlement	on	the	timing	of	certain	deductions,	which	would	not	impact	the	effective	tax	rate.

The	Company's	fiscal	2006,	2007	and	2008	U.S.	federal	income	tax	returns	are	currently	under	examination	by	the	Internal	Revenue	Service.	The Company	is	also	subject	to	examinations	by	various	state	and	foreign	tax	authorities.	The	Company	has	concluded	all	California	income	tax	matters	for years	through	fiscal	2003.	All	material	state	and	foreign	tax	matters	have	been	concluded	for	years	through	fiscal	2002.

# Note	22—Legal	Matters

The	Company	is	party	to	various	legal	and	regulatory	proceedings.	Some	of	these	proceedings	involve	complex	claims	that	are	subject	to substantial	uncertainties	and	unascertainable	damages.	Accordingly,	except	as	disclosed,	the	Company	has	not	established	reserves	or	ranges	of possible	loss	related	to	these	proceedings,	as	at	this	time	in	the	proceedings,	the	matters	do	not	relate	to	a	probable	loss	and/or	amounts	are	not reasonably	estimable.	Although	the	Company	believes	that	it	has	strong	defenses	for	the	litigation	and	regulatory	proceedings	described	below,	it	could in	the	future	incur	judgments	or	fines	or	enter	into	settlements	of	claims	that	could	have	a	material	adverse	effect	on	the	Company's	results	of	operations, financial	position	or	cash	flows.	From	time	to	time,	the	Company	may	engage	in	settlement	discussions	or	mediations	with	respect	to	one	or	more	of	its outstanding	litigation	matters,	either	on	its	own	behalf	or	collectively	with	other	parties.

The	Company	recorded	litigation	provisions	of	approximately	($45	million),	$2	million	and	$1,470	million	in	fiscal	2010,	2009	and	2008,	respectively. The	credit	to	the	provision	in	fiscal	2010	was	primarily	the	result	of	a	$41	million	pre-tax	gain	recognized	related	to	the	prepayment	of	the	remaining obligations	under	the	Retailers'	litigation	(discussed	in	Other	Litigation	below).	The	remaining	credit	balance	was	due	to	the	release	of	accruals	for	certain legal	matters	settled	during	fiscal	2010.	There	was	no	other	significant	provision	activity	to	offset	the	credit	balance	in	fiscal	2010.	The	litigation	accrual	is an	estimate	and	is	based	on	management's	understanding	of	its	litigation	profile,	the	specifics	of	each	case,	advice	of	counsel	to	the	extent	appropriate and	management's	best	estimate	of	incurred	loss	at	the	balance	sheet	date.

The	following	table	summarizes	the	activity	related	to	accrued	litigation	for	both	covered	and	other	non-covered	litigation	for	the	years	ended September	30,	2010	and	2009:

|  | 2010 | 2009 |
| :--- | :--- | :--- |
|  | (in\tmillions) |  |
| Balance\tat\tOctober\t1 | $1,717 | $3,758 |
| Provision\tfor\tsettled\tlegal\tmatters | (45) | (1) |
| Provision\tfor\tunsettled\tlegal\tmatters | — | 3 |
| Settlement\tobligation\trefunded\tby\tMorgan\tStanley^(1) | — | 65 |
| Interest\taccretion\ton\tsettled\tmatters | 27 | 93 |
| Payments\ton\tsettled\tmatters^(2) | (1,002) | (2,201) |
| Balance\tat\tSeptember\t30 | $697 | $1,717 |

This	balance	represents	the	amount	of	a	settlement	refunded	to	the	Company	during	fiscal	2009	by	Morgan	Stanley	under	a	separate	agreement.

This	amount	includes	the	Company's	October	2009	prepayment	of	its	remaining	$800	million	in	payment	obligations	in	the	Retailers'	litigation	at	a discounted	amount	of	$682	million.

# Covered	Litigation

Visa	Inc.,	Visa	U.S.A.	and	Visa	International	are	parties	to	certain	legal	proceedings	discussed	below	that	are	subject	to	the	retrospective responsibility	plan,	which	the	Company	refers	to	as	the	covered	litigation.	See	Note	4—Retrospective	Responsibility	Plan.	An	accrual	for	covered litigation	is	recorded	when	loss	is	deemed	to	be	probable	and	reasonably	estimable.	In	making	this	determination	the	Company	evaluates	available information,	including	funding	decisions	made	by	the	litigation	committee.	The	accrual	related	to	covered	litigation	could	be	either	higher	or	lower	than	the escrow	account	balance.	The	Company	did	not	record	an	additional	accrual	for	covered	litigation	during	fiscal	2010.

# The	Discover	Litigation

On	October	4,	2004,	Discover	Financial	Services,	Inc.	filed	a	complaint	against	Visa	U.S.A.,	Visa	International	and	MasterCard	International Incorporated	(MasterCard).	The	complaint	was	filed	in	the	U.S.	District	Court	for	the	Southern	District	of	New	York	and	was	designated	as	a	related	case to	a	lawsuit	brought	by	the	U.S.	Department	of	Justice	(DOJ)	in	1998.	The	complaint	alleged,	among	other	things,	that	the	implementation	and enforcement	of	Visa's	bylaw	2.10(e)	and	MasterCard's	Competitive	Programs	Policy,	or	CPP,	which	prohibited	their	respective	members	from	issuing American	Express	or	Discover	cards	violated	Sections	1	and	2	of	the	Sherman	Act	and	California's	Unfair	Competition	Law,	and	sought	money	damages (subject	to	trebling)	and	attorneys'	fees	and	costs.

On	October	13,	2008,	Visa,	MasterCard	and	Discover	reached	an	agreement	in	principle	to	settle	the	litigation.	The	parties	executed	a	final settlement	agreement	on	October	27,	2008	that	became	effective	on	November	4,	2008	upon	approval	by	holders	of	Visa's	class	B	common	stock.	Visa's net	share	of	the	settlement	totaled	$1.8	billion,	of	which	$1.74	billion	was	paid	over	four	quarters	from	the	escrow	account	established	by	the retrospective	responsibility	plan.	Visa	Inc.	also	paid	$80	million	toward	Visa's	share	in	connection	with	releases	obtained	from	MasterCard	with	respect	to certain	potential	claims.	Visa	Inc.	also	paid	an	additional	$65	million,	which	was	refunded	by	Morgan	Stanley,	under	a	separate	agreement	related	to	the settlement.	Visa's	settlement	obligations	were	fully	satisfied	with	the	September	2009	payment	to	Discover.	The	Company's	consolidated	statement	of operations	reflects	a	provision	of	$1.8	billion	for	the	settlement	in	fiscal	2008.

# The	American	Express	Litigation

On	November	15,	2004,	American	Express	filed	a	complaint	against	Visa	U.S.A.,	Visa	International,	MasterCard	and	several	Visa	U.S.A.	and	Visa International	member	financial	institutions	in	the	U.S.	District	Court	for	the	Southern	District	of	New	York.	The	complaint	alleged	that	the	implementation and	enforcement	of	Visa	U.S.A.'s	bylaw	2.10(e)	and	MasterCard's	CPP	violated	Sections	1	and	2	of	the	Sherman	Act,	and	sought	money	damages (subject	to	trebling)	and	attorneys'	fees	and	costs.

Visa	Inc.,	Visa	U.S.A.	and	Visa	International	entered	into	a	settlement	agreement	with	American	Express	that	became	effective	on	November	9, 2007.	Under	the	settlement	agreement,	American	Express	will	receive	maximum	payments	of	$2.25	billion,	including	up	to	$2.07	billion	from	Visa	Inc.

and	$185	million	from	five	co-defendant	banks.	An	initial	payment	of	$1.13	billion	was	made	on	March	31,	2008,	including	$945	million	funded	through	the litigation	escrow	account	established	under	the	retrospective	responsibility	plan	and	$185	million	from	the	five	co-defendant	banks.	Beginning	April	2008, Visa	Inc.	will	pay	American	Express	an	additional	amount	of	up	to	$70	million	each	quarter	for	16	quarters,	for	a	maximum	total	of	$1.12	billion.	The quarterly	settlement	payments	are	also	covered	by	the	retrospective	responsibility	plan.	The	total	settlement	was	recorded	in	fiscal	2007	at	a	discounted value	of	$1.9	billion	using	a	rate	of	4.72%	over	the	payment	term.	The	present	value	of	the	remaining	obligation	is	reflected	in	current	and	long-term accrued	litigation	obligation	on	the	consolidated	balance	sheets.

The	quarterly	payments	are	in	an	amount	equal	to	5%	of	American	Express's	United	States	global	network	services	billings	during	the	quarter	up	to a	maximum	of	$70	million	per	quarter;	provided,	however,	that	if	the	payment	for	any	quarter	is	less	than	$70	million,	the	maximum	payment	for	a	future quarter	or	quarters	shall	be	increased	by	the	difference	between	$70	million	and	such	lesser	amount	as	was	actually	paid.	American	Express	has	met	the performance	criteria	set	forth	in	the	settlement	agreement	for	each	quarter	thus	far,	including	the	fourth	fiscal	quarter	of	fiscal	2010,	and	Visa	has	made each	of	the	corresponding	settlement	payments.

# The	Attridge	Litigation

On	December	8,	2004,	a	complaint	was	filed	in	California	state	court	on	behalf	of	an	alleged	class	of	consumers	asserting	claims	against	Visa U.S.A.,	Visa	International	and	MasterCard	under	California's	Cartwright	Act	and	Unfair	Competition	Law.	The	claims	in	this	action,	Attridge	v.	Visa	U.S.A. Inc.,	et	al.,	seek	to	piggyback	on	the	portion	of	the	DOJ	litigation	in	which	the	U.S.	District	Court	for	the	Southern	District	of	New	York	found	that	Visa's bylaw	2.10(e)	and	MasterCard's	CPP	constitute	unlawful	restraints	of	trade	under	the	federal	antitrust	laws.	On	May	19,	2006,	the	court	entered	an	order dismissing	plaintiff's	Cartwright	Act	claims	with	prejudice	but	allowing	the	plaintiff	to	proceed	with	his	Unfair	Competition	Law	claims,	which	seek restitution,	injunctive	relief,	and	attorneys'	fees	and	costs.	On	December	14,	2007,	the	plaintiff	amended	his	complaint	to	add	Visa	Inc.	as	a defendant.	No	new	claims	were	added	to	the	complaint.

On	July	1,	2009,	the	court	denied	in	part	the	Defendants'	Motion	for	Summary	Judgment	or	Summary	Adjudication,	but	ordered	the	parties	to submit	affidavits	as	to	whether	further	discovery	should	be	conducted	prior	to	the	court	rendering	judgment	on	the	Motion	for	Summary	Adjudication.	On August	3,	2009,	the	court	ruled	the	Motion	submitted	without	any	such	further	discovery.

In	the	separate	"Indirect	Purchaser"	 Credit/Debit	Card	Tying	Cases,	also	pending	in	California	state	court,	Visa	entered	into	a	settlement agreement	on	September	14,	2009.	That	settlement	could	potentially	have	the	effect	of	releasing	the	claims	asserted	in	the	Attridge	case,	subject	to	the ruling	of	the	Attridge	court.	On	September	24,	2009,	the	Attridge	court	deferred	its	decision	on	the	Motion	for	Summary	Adjudication	pending	court approval	of	the	settlement	in	the	Credit/Debit	Card	Tying	Cases.	On	August	23,	2010,	final	approval	of	the	 Credit/Debit	Card	Tying	Cases	settlement	was granted.	The	plaintiff	in	Attridge	and	others	have	appealed	the	final	approval	order.

# The	Interchange	Litigation

Kendall.	On	October	8,	2004,	a	class	action	lawsuit	was	filed	by	a	group	of	merchants	in	the	U.S.	District	Court	for	the	Northern	District	of	California against	Visa	U.S.A.,	MasterCard	and	several	Visa	U.S.A.	member	financial	institutions	alleging,	among	other	things,	that	Visa	U.S.A.'s	and	MasterCard's interchange	reimbursement	fees	violate	the	Sherman	Act	and	the	Clayton	Act	(Kendall	v.	Visa	U.S.A.	Inc.,	et	al .).	On	July	25,	2005,	the	court	granted Visa	U.S.A.'s	motion	to	dismiss	and	dismissed	the	complaint	with	prejudice.

On	March	7,	2008,	the	U.S.	Court	of	Appeals	for	the	Ninth	Circuit	affirmed	the	district	court's	dismissal	of	the	complaint.	The	court	concluded	that the	plaintiffs	had	failed	to	plead	facts	sufficient	to	establish	a	conspiracy,	and	that	no	amendment	could	cure	the	pleading	defect.	In	doing	so,	the	Ninth Circuit	also	held	that	the	plaintiffs	were	"indirect	purchasers"	of	Visa	U.S.A.	and	could	not	recover	antitrust	damages	for	their	claims.	Plaintiffs	did	not seek	review	of	the	Ninth	Circuit's	ruling.

Multidistrict	Litigation	Proceedings	(MDL).	Beginning	in	May	2005,	approximately	55	complaints,	all	but	10	of	which	were	styled	as	class	actions, have	been	filed	in	U.S.	federal	district	courts	on	behalf	of	merchants	against	Visa	U.S.A.	and/or	MasterCard,	and	in	some	cases,	certain	Visa	member financial	institutions.	Visa	International	was	also	named	as	a	defendant	in	more	than	30	of	these	complaints.	The	cases	allege,	among	other	things,	that Visa's	and	MasterCard's	purported	setting	of	interchange	reimbursement	fees,	their	"no	surcharge"	rules,	and	alleged	tying	and	bundling	of	transaction fees	violate	federal	antitrust	laws.	On	October	19,	2005,	the	Judicial	Panel	on	Multidistrict	Litigation	issued	an	order	transferring	these	cases	to	the	U.S. District	Court	for	the	Eastern	District	of	New	York	for	coordination	of	pre-trial	proceedings	(MDL	1720).	On	April	24,	2006,	the	group	of	purported	class plaintiffs	filed	a	First	Amended	Class	Action	Complaint.	Taken	together,	the	claims	in	the	First	Amended	Class	Action	Complaint	and	in	the	10	complaints brought	on	behalf	of	individual	merchants	are	generally	brought	under	Sections	1	and	2	of	the	Sherman	Act.	In	addition,	some	of	these	complaints	contain certain	state	unfair	competition	law	claims.	These	interchange-related	cases	seek	money	damages	(alleged	in	the	consolidated	class	action	complaint	to range	in	the	tens	of	billions	of	dollars),	subject	to	trebling,	as	well	as	attorneys'	fees	and	injunctive	relief.

As	part	of	the	retrospective	responsibility	plan,	Visa	U.S.A.	and	Visa	International	entered	into	a	judgment	sharing	agreement	with	certain	member financial	institutions	of	Visa	U.S.A.	on	July	1,	2007.

On	January	8,	2008,	the	district	court	adopted	the	recommendation	of	the	Magistrate	Judge	and	granted	defendants'	motion	to	dismiss	the	class plaintiffs'	claims	for	damages	incurred	prior	to	January	1,	2004.

On	January	29,	2009,	class	plaintiffs	filed	a	Second	Consolidated	Amended	Class	Action	Complaint.	Among	other	things,	this	complaint:	(i)	added new	claims	for	damages	and	injunctive	relief	against	Visa	and	the	bank	defendants	regarding	interchange	reimbursement	fees	for	Visa	PIN-debit	cards; (ii)	added	new	claims	for	damages	and	injunctive	relief	against	Visa	and	the	bank	defendants	since	the	time	of	Visa's	IPO	regarding	interchange reimbursement	fees	for	Visa's	credit,	offline	debit,	and	PIN-debit	cards;	(iii)	eliminated	claims	for	damages	relating	to	the	so-called	"no-surcharge"	rule and	"anti-steering"	rules;	(iv)	eliminated	claims	for	damages	based	on	the	alleged	tie	of	network	processing	services	and	payment	guarantee	services	to the	payment	card	system	services;	and	(v)	added	Visa	Inc.	as	a	defendant.

In	addition,	class	plaintiffs	filed	a	Second	Supplemental	Class	Action	Complaint	(the	"Supplemental	Complaint")	against	Visa	Inc.	and	several financial	institutions	challenging	Visa's	reorganization	and	IPO	under	Section	1	of	the	Sherman	Act	and	Section	7	of	the	Clayton	Act.	In	the	Supplemental Complaint,	class	plaintiffs	seek	unspecified	monetary	damages	and	declaratory	and	injunctive	relief,	including	an	order	that	the	IPO	be	unwound.

On	May	8,	2008,	class	plaintiffs	served	on	defendants	a	motion	seeking	to	certify	a	class	of	merchants.	On	March	31,	2009,	Visa,	jointly	with	other defendants,	moved	to	dismiss	the	Supplemental	Complaint	and	the	Second	Consolidated	Amended	Class	Action	Complaint.

The	parties	have	exchanged	expert	reports	and	taken	expert	discovery.	No	trial	date	has	been	set.

# Other	Litigation

Retailers'	Litigation.	Beginning	in	October	1996,	several	antitrust	class	action	lawsuits	were	brought	by	U.S.	merchants	against	Visa	U.S.A.	and MasterCard.	The	suits	were	later	consolidated	in	the	U.S.	District	Court	for	the	Eastern	District	of	New	York,	In	re	Visa	Check/MasterMoney	Antitrust Litigation.	Among	other	claims,	the	plaintiffs	alleged	that	Visa	U.S.A.'s	"Honor	All	Cards"	rule,	which	required	merchants	that	accepted	Visa	cards	to accept	for	payment	every	validly	presented	Visa	card,	and	a	similar	MasterCard	rule,	constituted	an	illegal	tying	arrangement	in	violation	of	Section	1	of the	Sherman	Act.	On	June	4,	2003,	the	parties	signed	a	settlement	agreement	that	was	approved	by	the	court	on	December	19,	2003.	Pursuant	to	the settlement	agreement,	Visa	agreed	to	modify	its	"Honor	All	Cards"	rule	such	that	a	merchant	may	accept	only	Visa	check	cards,	only	Visa	credit	cards,	or both.	Visa	also	agreed	to	pay	approximately	$2.0	billion	to	the	merchant	class	over	10	years	in	equal	annual	installments	of	$200	million	per	year,	among other	things.

Subject	to	court	approval,	on	August	31,	2009,	Visa	entered	into	an	agreement	to	prepay	its	remaining	$800	million	in	settlement	payments	for $682	million.	On	October	2,	2009,	the	court	entered	a	final	order	approving	the	prepayment	agreement,	and	Visa	made	the	prepayment	pursuant	to	the agreement's	terms	on	October	5,	2009.	Pursuant	to	its	terms,	the	prepayment	agreement	became	final	after	no	appeals	to	the	approval	order	were	filed within	the	30-day	appeal	period.

"Indirect	Purchaser"	Actions.	Complaints	were	also	filed	in	19	different	states	and	the	District	of	Columbia	alleging	state	antitrust,	consumer protection	and	common	law	claims	against	Visa	U.S.A.	and	MasterCard	(and,	in	California,	Visa	International)	on	behalf	of	consumers.	The	claims	in these	class	actions	included	allegations	mirroring	those	made	in	the	U.S.	merchant	lawsuit	and	asserting	that	merchants,	faced	with	excessive	merchant discount	fees,	passed	on	some	portion	of	those	fees	to	consumers	in	the	form	of	higher	prices	on	goods	and	services	sold.	Plaintiffs	seek	money damages	and	injunctive	relief.	Visa	U.S.A.	has	been	successful	in	the	majority	of	these	cases,	as	courts	in	17	jurisdictions	have	granted	Visa	U.S.A.'s motions	to	dismiss	for	failure	to	state	a	claim	or	plaintiffs	have	voluntarily	dismissed	their	complaints.	The	court	approved	the	voluntary	dismissal	of	one	of the	consolidated	cases	in	New	Mexico	on	September	16,	2009.	In	the	remaining	New	Mexico	case,	the	court	granted	Visa	U.S.A.'s	motion	to	dismiss	at a	hearing	on	May	14,	2010,	and	entered	an	order	and	judgment	dismissing	the	case	on	June	9,	2010.	The	plaintiff	filed	a	notice	of	appeal	from	that	order and	judgment	on	June	14,	2010.

In	California,	in	the	consolidated	Credit/Debit	Card	Tying	Cases,	the	court	dismissed	claims	brought	under	the	Cartwright	Act,	but	denied	a	similar motion	with	respect	to	Unfair	Competition	Law	claims	for	unlawful,	unfair	and/or	fraudulent	business	practices.	On	October	31,	2007,	the	court	denied	the plaintiffs'	motion	to	give	collateral	estoppel	effect	to	certain	elements	of	their	"tying"	claim	based	on	statements	in	the	ruling	on	cross-motions	for summary	judgment	in	In	re	Visa	Check/MasterMoney	Antitrust	Litigation .	On	October	3,	2008,	the	parties	agreed	to	confidential	settlement	terms	to resolve	the	dispute.	On	September	14,	2009,	the	parties	entered	into	a	written	settlement	agreement	that	was	then	submitted	to	the	court	for	approval. After	the	parties	amended	the	settlement	agreement	in	certain	respects,	the	court	entered	an	order	preliminarily	approving	the	settlement	on	January	5, 2010	and	entered	an	order	granting	final	approval	on	August	23,	2010.	The	plaintiff	in	Attridge,	who	had	filed	objections	to	the	settlement,	has	filed	a notice	of	appeal	from	the	final	approval	order,	as	have	other	objectors	to	the	settlement.	The	amount	of	the	settlement	is	not	considered	material	to	the consolidated	financial	statements.

New	Zealand	Interchange	Proceedings.	The	Commerce	Commission,	New	Zealand's	competition	regulator,	filed	a	civil	Statement	of	Claim	in	the High	Court	in	Wellington	on	November	9,	2006,	alleging	that,	among	other	things,	the	fixing	of	default	interchange	rates	by	Cards	NZ	Limited,	Visa International,	MasterCard	and	certain	Visa	International	member	financial	institutions	contravenes	the	New	Zealand	Commerce	Act.	On	November	27, 2006,	a	group	of	New	Zealand	retailers	filed	a	nearly	identical	claim	against	the	same	parties	before	the	same	tribunal.	Both	the	Commerce	Commission and	the	retailers	seek	declaratory,	injunctive	and	monetary	relief.	Both	cases	were	transferred	to	the	commercial	list	at	the	High	Court	in	Auckland	in	April 2007.

The	Commerce	Commission,	Visa	International	and	Visa	Worldwide	Pte	Ltd	settled	the	Commerce	Commission	case	on	August	11,	2009,	and	the court	granted	leave	to	discontinue	the	claim	on	August	26,	2009.	On	October	3,	2009,	Visa	and	the	New	Zealand	retailers	entered	into	an	agreement	to settle	the	retailers'	case,	and	the	retailers	filed	a	notice	of	discontinuance	on	October	7,	2009.	The	terms	of	the	settlements	are	not	considered	material	to the	consolidated	financial	statements.

Currency	Conversion	Litigation.	In	2000,	a	"representative"	action	was	filed	in	California	state	court	against	Visa	U.S.A.	and	Visa	International	in connection	with	an	asserted	1%	currency	conversion	"fee"	assessed	on	member	financial	institutions	by	the	payment	card	networks	on	transactions involving	the	purchase	of	goods	or	services	in	a	foreign	currency	and	the	disclosure	of	that	fee	(Schwartz).	Plaintiffs	claimed	Visa's	currency	conversion practices	violated	California	Business	&	Professions	Code	Section	17200.	Additional	California	state	class	actions	were	filed	against	Visa	U.S.A.	and	Visa International	challenging	currency	conversion	practices	(Shrieve,	Mattingly,	and	Baker).	Visa	U.S.A.,	Visa	International,	MasterCard,	Citicorp	Diners Club,	Inc.	(Diners	Club)	and	several	Visa	member	financial	institutions	are	also	defendants	in	a	number	of	federal	class	actions	that	allege,	among	other things,	violations	of	federal	antitrust	laws	based	on	the	1%	currency	conversion	fee.	The	federal	complaints	were	consolidated	or	coordinated	in	MDL 1409	(In	re	Currency	Conversion	Fee	Antitrust	Litigation )	in	the	U.S.	District	Court	for	the	Southern	District	of	New	York.

On	July	20,	2006,	Visa	U.S.A.	and	Visa	International	entered	into	a	settlement	agreement	in	MDL	1409.	Under	the	terms	of	that	settlement,	Visa U.S.A.	and	Visa	International	paid	$100.1	million	into	a	settlement	fund	and	agreed	that	for	five	years	they	would	separately	identify	or	itemize	any	fees added	to	transactions	because	they	occurred	in	a	foreign	country	or	involved	a	foreign	currency	and	would	require	U.S.	issuing	members	to	disclose certain	changes,	if	any,	to	exchange	rate	practices.	Visa

U.S.A.	and	Visa	International	also	paid	into	the	settlement	fund	$18.6	million	in	attorneys'	fees	to	resolve	Schwartz.	The	Shrieve,	Mattingly,	and	Baker plaintiffs	agreed	that	they	would	ask	the	court	to	dismiss	their	actions	with	prejudice	as	to	Visa	U.S.A.	and	Visa	International	once	the	MDL	1409 settlement	receives	court	approval.	If	Baker	is	dismissed,	Visa	U.S.A.	and	Visa	International	shall	pay	$1.0	million	plus	interest	as	attorneys'	fees.	If Baker	is	not	dismissed	within	60	days	of	final	approval	of	the	MDL	settlement,	Visa	U.S.A.	and	Visa	International	shall	pay	$500,000	plus	interest	as attorneys'	fees.

The	court	granted	final	approval	of	the	MDL	1409	settlement	on	October	22,	2009.	Various	appeals	have	been	filed	with	the	U.S.	Court	of	Appeals for	the	Second	Circuit	challenging	the	district	court's	approval	of	the	settlement.	The	issuance	of	refund	checks	for	valid,	timely	claims	will	not	commence until	after	the	appeals	are	resolved	(in	favor	of	the	court-approved	settlement)	and	the	settlement	administrator	has	validated	the	claims.

Morgan	Stanley	Dean	Witter/Discover	Litigation.	In	August	2004,	the	European	Commission	in	Brussels	issued	a	Statement	of	Objections	against Visa	International	and	Visa	Europe	alleging	a	breach	of	European	competition	law.	The	allegation	arises	from	the	Visa	International	and	Visa	Europe	Rule (bylaw	2.12(b))	that	makes	certain	designated	competitors,	including	Morgan	Stanley	Dean	Witter/Discover,	ineligible	for	membership.	On	October	3, 2007,	the	European	Commission	fined	Visa	International	and	Visa	Europe	€10.2	million	($14.5	million)	for	infringing	European	Union	rules	on	restrictive business	practices	(Article	81	of	the	EC	Treaty	and	Article	53	of	the	EEA	Agreement).	Visa	International	and	Visa	Europe	filed	an	appeal	of	the	ruling	with the	Court	of	First	Instance	on	December	19,	2007.	A	hearing	on	Visa	International	and	Visa	Europe's	appeal	before	the	General	Court	(formerly	known as	the	Court	of	First	Instance)	was	held	on	May	20,	2010.	No	ruling	has	been	issued.	Pursuant	to	existing	agreements,	Visa	Europe	has	acknowledged full	responsibility	for	the	defense	of	this	action,	including	any	fines	that	may	be	payable.

Merchant	Acceptance	Rules	Investigations.	On	October	10,	2008,	the	United	States	Department	of	Justice	(the	"DOJ")	issued	a	Civil	Investigative Demand,	or	"CID,"	to	Visa	U.S.A.	that	sought	information	regarding	a	potential	violation	of	Section	1	or	2	of	the	Sherman	Act,	15	U.S.C.	§§	1,	2.	The	CID sought	documents,	data	and	narrative	responses	to	several	interrogatories	and	document	requests,	which	focused	on	certain	merchant	acceptance practices,	including	major	payment	network	rules	regarding	merchant	surcharging	and	merchants'	ability	to	steer	customers	to	other	forms	of	payment.

On	May	15,	2009,	the	Office	of	the	Attorney	General	for	the	State	of	Ohio	issued	an	Investigative	Demand	to	Visa	Inc.	seeking	information regarding	a	potential	violation	of	Chapter	1331	of	the	Ohio	Revised	Code,	Ohio's	antitrust	law.	The	Ohio	Attorney	General	is	part	of	a	multistate	attorney general	working	group.	The	Investigative	Demand	sought	copies	of	documents,	data	and	narrative	responses	that	Visa	had	produced	to	the	Division pursuant	to	the	CID	issued	on	October	10,	2008.	The	Investigative	Demand	focused	on	certain	Visa	U.S.A.	policies	relating	to	merchant	acceptance practices,	including	Visa	U.S.A.'s	policies	regarding	merchant	surcharging	and	merchants'	ability	to	steer	customers	to	other	forms	of	payment.

On	October	4,	2010,	Visa	announced	a	settlement	with	the	DOJ	and	the	attorneys	general	of	seven	states	to	resolve	their	investigations.	As	part	of the	settlement,	Visa	will	allow	U.S.	merchants	to	offer	discounts	or	other	incentives	to	steer	customers	to	a	particular	form	of	payment	including	to	a specific	network	brand	or	to	any	card	product,	such	as	a	"non-reward"	Visa	credit	card.	Visa's	rules

always	have	allowed	U.S.	merchants	to	steer	customers	to	other	forms	of	payment	and	offer	discounts	to	customers	who	choose	to	pay	with	cash,	check or	PIN	debit.	The	new	rules	will	expand	U.S.	merchants'	ability	to	discount	for	their	preferred	form	of	payment,	though	they	will	not	be	able	to	pick	and choose	amongst	issuing	banks.	The	settlement	agreement	does	not	address	Visa's	rule	prohibiting	U.S.	merchants	from	surcharging	consumers.	Apart from	a	partial	reimbursement	to	the	state	attorneys	general	of	their	attorneys'	fees	and	expenses,	there	is	no	monetary	obligation	associated	with	the settlement.	The	reimbursement	amount	is	not	considered	material	to	the	consolidated	financial	statements.

The	consent	decree	setting	forth	the	terms	of	settlement	is	subject	to	court	approval.	Visa	will	make	formal	rule	changes	after	the	court	enters	a final	judgment	following	a	public	comment	period,	but	will	refrain	from	enforcing	its	current	discounting	rules	in	the	interim.

Venezuela	Interchange	Proceedings.	On	October	2,	2008,	the	Superintendencia	para	la	Promoción	y	Protección	de	la	Libre	Competencia ("Competition	Authority")	of	Venezuela	filed	an	administrative	proceeding	against	"Visa	Inc.	International"	(sic),	MasterCard,	American	Express,	Diners Club,	Consorcio	Credicard,	and	more	than	thirty	privately	held	financial	institutions.	The	Competition	Authority	alleges	that,	among	other	things,	the defendants'	setting	of	default	interchange	rates	and	merchant	discount	rates	violates	Venezuelan	competition	law.	The	Competition	Authority	seeks monetary	and	injunctive	relief.

The	evidentiary	phase	of	the	investigation	has	concluded,	but	the	Competition	Authority	has	not	yet	issued	any	findings	as	a	result	of	the investigation.

European	Interchange	Proceedings.	On	April	3,	2009,	the	European	Commission	issued	a	Statement	of	Objections	("SO")	to	Visa	Europe,	Visa International	and	Visa	Inc.	alleging	a	breach	of	European	competition	law.	Visa	Inc.	and	Visa	International	were	served	with	the	Statement	of	Objections on	June	1,	2009.	The	SO	alleges	a	breach	of	Article	81	of	the	EC	Treaty	and	Article	53	of	the	EEA	Agreement.	The	SO	is	directed	to	Visa	Inc.	and	Visa International	as	to	Honor	All	Cards,	the	no-surcharge	rule	and	what	the	Commission	alleges	is	the	"subsidiary	application	of	the	Inter-Regional	MIFs	to the	intra-regional	POS	transactions	with	consumer	cards."	On	August	10,	2009,	Visa	Inc.	and	Visa	International	filed	a	response	to	the	SO.	On	April	26, 2010,	Visa	Europe	announced	an	agreement	with	the	European	Commission,	subject	to	public	consultation,	to	end	the	proceedings	initiated	by	the Statement	of	Objections	issued	April	3,	2009,	with	respect	to	Visa	Europe's	immediate	debit	interchange	fees.	Pursuant	to	existing	agreements	among the	parties,	Visa	Europe	is	obligated	to	indemnify	Visa	International	and	Visa	Inc.	in	connection	with	this	proceeding,	including	payment	of	any	fines	that may	be	imposed.

Canadian	Competition	Bureau	Proceedings.	On	April	21,	2009,	Visa	received	an	oral	notification	from	the	Canadian	Competition	Bureau	that	it	has initiated	a	civil	inquiry	regarding	interchange	and	certain	of	Visa	policies	relating	to	merchant	acceptance	practices.	On	August	4,	2010,	the	Bureau	issued a	voluntary	draft	information	request	to	Visa	seeking	information	on	certain	merchant	acceptance	practices,	interchange	(including	the	setting	of	default interchange),	and	fees	paid	by	issuers	and	acquirers	to	Visa.	Visa	is	cooperating	with	the	Bureau	with	respect	to	the	information	request.

Brazilian	Competition	Authority	Proceedings.	On	August	7,	2009,	Secretaria	de	Direito	Econômico	(SDE),	the	Brazilian	competition	agency, opened	an	administrative	proceeding	against	Visa	International,	Visa	do	Brasil,	and	Companhia	Brasileira	de	Meios	de	Pagamento	(f/k/a	VisaNet	do Brasil)	regarding	an	alleged	exclusive	relationship	between	the	Company	and	VisaNet	do	Brasil,	the	then	sole	acquirer	of	Visa	transactions	in	Brazil. SDE	also	issued	an	injunction	against	Visa	International	and	Visa	do	Brasil	requiring,	among	other	things,	that	Visa	grant	additional	acquiring	licenses	to Brazilian	financial	institutions	and	suspend	Visa's	exclusive	relationship	with	VisaNet	do	Brasil.	The	SDE	administrative	proceeding	followed	the	issuance of	a	report	by	the	Central	Bank	of	Brazil	suggesting,	among	other	things,	that	the	single-acquirer	structure	in	Brazil	be	changed.

Visa	International	and	Visa	do	Brasil	appealed	the	injunction	to	Conselho	Administrativo	de	Defesa	Econômica	(CADE),	the	Brazilian	competition authority,	and	on	September	16,	2009,	CADE	revoked	the	injunction	in	its	entirety.	On	December	16,	2009,	Visa	International	and	Visa	do	Brasil	reached an	agreement	with	CADE	for	the	immediate	suspension	of	the	investigation	and	its	eventual	closure	without	fines	if	certain	conditions	were	met.	On August	3,	2010,	CADE	formally	closed	the	investigation	against	Visa	International	and	Visa	do	Brasil	without	the	imposition	of	any	fines,	concluding	that both	entities	had	fully	complied	with	the	terms	of	their	agreement	with	CADE.

The	Reserve	Primary	Fund.	On	May	5,	2009,	Visa	U.S.A.	commenced	an	action	in	the	United	States	Court	for	the	Southern	District	of	New	York against	The	Reserve	Primary	Fund,	or	the	Fund,	and	related	entities	in	connection	with	the	Fund's	failure	to	promptly	redeem	in	full	Visa	U.S.A.'s investment	in	a	money	market	mutual	fund.	On	September	15,	2008,	Visa	U.S.A.	sought	to	redeem	its	entire	investment	of	over	$981	million,	plus accrued	dividends.	The	Fund	failed	to	return	Visa	U.S.A.'s	investment	within	one	business	day	as	required	by	the	Fund's	prospectus.	Pursuant	to	a liquidation	plan,	the	Fund	made	interim	distributions,	returning	approximately	90%	of	Visa	U.S.A.'s	investment.	Visa	U.S.A.	sought	damages	in	excess	of $98	million,	the	amount	of	its	investment	then	held	by	the	Fund.	Also	see	Note	5—Investments	and	Fair	Value	Measurements	and	Note	7—Prepaid Expenses	and	Other	Assets.	On	May	5,	2009,	the	SEC	commenced	an	action	in	the	U.S.	District	Court	for	the	Southern	District	of	New	York	against	the Fund	and	proposed	an	alternative	plan	of	liquidation.

On	November	25,	2009,	the	court	accepted	most	aspects	of	the	SEC	plan	and	ordered	that	the	remaining	assets	in	the	Fund,	with	the	exception	of a	reserve	for	ongoing	expenses	and	claims,	be	returned	to	investors	on	a	pro-rata	basis.	In	January	and	July	2010,	Visa	U.S.A.	received	further distributions	from	the	Fund.	Together	with	interim	distributions,	Visa	U.S.A.	has	received	a	total	payout	of	99%	of	Visa	U.S.A.'s	original	investment,	and any	further	recovery	will	also	likely	be	pursuant	to	the	SEC	plan.	Visa	U.S.A.	voluntarily	dismissed	its	case	without	prejudice	on	March	31,	2010.

CyberSource	securities	litigation.	On	April	29,	2010,	an	individual	named	Carol	Ann	Peters	filed	a	class	action	lawsuit	against	CyberSource Corporation	("CyberSource"),	certain	of	its	directors,	and	Visa	Inc.	in	California	Superior	Court	in	connection	with	the	proposed	merger	of	CyberSource and	Visa.	The	complaint	asserts	claims	of	breach	of	fiduciary	duty	against	the	CyberSource	directors	and	aiding	and	abetting	breaches	of	fiduciary	duty against	CyberSource	and	Visa.	Plaintiff	later	added	Market	Street	Corp.,	a	wholly-owned	subsidiary	of	Visa	Inc.,	as	a	defendant	and	seeks	declaratory and	injunctive	relief	and	attorneys'	fees.	A	similar	lawsuit	was	filed	on	May	4,	2010,	by	the	Inter-Local	Pension	Fund	of	the	Graphic	Communications Conference	of	the	International	Brotherhood	of	Teamsters	in	the	Chancery	Court	of	the	State	of	Delaware.	The	Delaware	complaint	was	voluntarily 132

dismissed	and	re-filed	in	California	Superior	Court	on	June	1,	2010,	adding	allegations	of	inadequate	disclosure	in	CyberSource's	preliminary	proxy statement	concerning	the	merger.	On	June	9,	2010,	the	California	court	consolidated	the	two	suits,	now	captioned	In	re	CyberSource	Shareholder Litigation.

On	June	29,	2010,	the	parties	reached	an	agreement	in	principle	to	settle	the	litigation.	The	agreement	requires	CyberSource	to	make	certain additional	disclosures	related	to	the	proposed	merger,	which	were	made	in	CyberSource's	definitive	proxy	statement	filed	with	the	SEC	on	June	11, 2010,	but	does	not	require	any	defendant	to	pay	money	damages.	A	notice	of	the	settlement,	which	was	subject	to	confirmatory	discovery	and	court approval,	was	filed	on	July	13,	2010.	On	September	16,	2010,	following	completion	of	confirmatory	discovery,	the	parties	filed	formal	settlement documents	with	the	court.	On	November	10,	2010,	the	court	entered	an	order	preliminarily	approving	the	settlement	and	directing	that	notice	of	the settlement	be	provided	to	potential	class	members.	A	final	approval	hearing	is	scheduled	for	January	14,	2011.	The	settlement	is	not	considered	material to	the	Company's	consolidated	financial	statements.

Dynamic	Currency	Conversion.	Visa	has	received	notices	from	competition	regulators	in	New	Zealand,	Australia,	and	Korea	regarding investigations	into	Visa's	policies	relating	to	the	provision	of	Dynamic	Currency	Conversion	(DCC)	services.	DCC	refers	to	the	conversion	of	the	purchase price	of	goods	or	services	from	one	currency	to	another	at	the	point	of	sale,	as	agreed	to	by	the	cardholder	and	merchant.	Visa	is	cooperating	with	these regulators	with	respect	to	these	investigations.

Data	pass	litigation.	On	August	27,	2010,	a	consumer	filed	a	class	action	complaint	against	Webloyalty.com,	Inc.,	Amazon.com,	Inc.,	and	Visa	Inc. in	federal	district	court	in	Connecticut.	The	plaintiff	claims,	among	other	things,	that	consumers	who	made	online	purchases	at	Amazon.com	were deceived	into	also	incurring	charges	for	services	from	Webloyalty.com	through	the	alleged	unauthorized	passing	of	cardholder	account	information	during the	sales	transaction	("data	pass"),	in	violation	of	federal	and	state	consumer	protection	statutes	and	common	law.	Visa	allegedly	aided	and	abetted	the conduct	of	the	other	defendants.	Plaintiff	seeks	damages,	restitution,	and	injunctive	relief.	The	plaintiff	voluntarily	dismissed	Amazon.com	as	a	defendant without	prejudice	on	October	29,	2010.	Webloyalty.com	and	Visa	each	filed	motions	to	dismiss	the	case	on	November	1,	2010.	Webloyalty.com	also	has asked	the	Judicial	Panel	on	Multi-district	Litigation	to	consolidate	with	this	case,	for	pretrial	proceedings,	a	case	pending	in	federal	district	court	in California	in	which	Webloyalty.com	and	Movietickets.com	(but	not	Visa)	are	named	as	defendants.

# Gift	Card	Litigation

Visa	is	a	party	to	various	lawsuits	involving	prepaid	gift	cards.	Pursuant	to	existing	agreements,	Visa	may	be	indemnified	by	the	issuer	of	the	gift card	in	question	for	liability	associated	with	some	or	all	of	the	claims	asserted	in	these	suits.

Loiseau/Barclay.	On	November	24,	2009,	Loiseau	filed	his	third	amended	complaint.	Both	Visa	and	Metabank	moved	to	dismiss	that	complaint. The	court	granted	Visa's	motion	and	dismissed	the	complaint	with	prejudice	on	February	10,	2010.

On	December	1,	2009,	represented	by	the	same	counsel	as	Mr.	Loiseau,	William	Barclay	filed	a	class	action	against	Visa	U.S.A.	and	Metabank making	similar	allegations	as	in	the	Loiseau	case.	On	December	31,	2009,	Metabank	removed	the	 Barclay	action	to	the	U.S.	District	Court	for	the Southern

District	of	California	and	filed	a	notice	of	relatedness	between	the	two	cases.	Both	Visa	and	Metabank	moved	to	dismiss	the	Barclay	complaint. Ultimately,	Barclay	agreed	to	dismiss	Visa	from	the	case	and	on	February	25,	2010,	Visa	was	dismissed	from	the	case	with	prejudice.

Matalas.	On	May	27,	2010,	Diane	Matalas	filed	a	class	action	lawsuit	against	Wells	Fargo	Bank	and	Visa	Inc.	in	California	Superior	Court	asserting claims	under	California's	gift	card	act	and	other	consumer	laws.	Among	other	things,	Matalas	alleges	that	certain	authorization	practices	for	gift	cards	are unlawful.	On	July	14,	2010,	Wells	Fargo	Bank	removed	the	case	to	U.S.	District	Court	for	the	Central	District	of	California.	Both	Visa	and	Metabank moved	to	dismiss	the	complaint.	On	September	27,	2010,	all	of	the	parties	stipulated	that	Visa	be	dismissed	from	the	case	without	prejudice.	The	plaintiff has	moved	to	amend	her	complaint,	dropping	Visa	as	a	defendant.

# Intellectual	Property	Litigation

# Vale	Canjeable

On	November	21,	2006,	Vale	Canjeable	Ticketven,	C.A.	filed	an	action	in	the	Fifth	Municipal	Court	of	Caracas	("Fifth	Municipal	court"),	Venezuela against	Todoticket	2004,	C.A.,	and	Visa	International	seeking	a	preliminary	injunction	preventing	use	of	the	Visa	Vale	mark	in	Venezuela.	In	December 2006,	the	plaintiff	also	filed	a	claim	with	the	Fourth	Commercial	Court	of	First	Instance	of	Caracas	("First	Instance	court"),	alleging	that	the	defendants infringed	the	plaintiff's	rights	as	the	holder	of	the	trademark	registries	and	requesting	declarative,	injunctive	and	monetary	relief.

On	November	29,	2006,	the	Fifth	Municipal	court	granted	a	preliminary	injunction	prohibiting	use	of	the	"Vale"	in	the	Venezuelan	market	of	food vouchers.	On	December	6,	2006,	Visa	International	filed	a	constitutional	objection	to	that	ruling.	The	objection	was	dismissed,	and	Visa	International appealed	the	decision	through	the	appellate	courts.

On	September	25,	2007,	Visa	International's	request	for	removal	of	the	First	Instance	judge	from	the	case	was	granted.	A	new	judge	was	assigned to	finalize	the	discovery	phase	of	the	case.

After	all	appeals	to	the	lower	appellate	courts	had	been	rejected,	on	March	14,	2008,	Visa	International	filed	an	extraordinary	appeal	of	the preliminary	injunction	ruling	with	the	Commercial	Chamber	of	the	Supreme	Court	(the	"Supreme	Court").	On	August	6,	2008,	the	Supreme	Court accepted	Visa	International's	appeal	and	declared	the	lower	court's	decision	null	and	void.	Pursuant	to	the	Supreme	Court's	order,	on	March	25,	2009, the	First	Commercial	Judge	of	Appeals	of	Caracas	issued	a	new	decision.	The	decision	(i)	dismissed	Visa	International's	appeal;	(ii)	ratified	the preliminary	injunction;	and	(iii)	found	Visa	and	Todoticket	liable	for	legal	fees	and	costs	in	connection	with	the	appeal.	On	July	9,	2009,	Visa	International filed	a	further	appeal,	and	on	December	10,	2009,	the	Supreme	Court	again	decided	in	Visa's	favor,	overturning	the	appellate	ruling.	The	Supreme	Court ordered	a	new	Judge	of	Appeals	to	consider	the	preliminary	injunction	that	prevented	Visa	from	using	the	Visa	Vale	trademark	in	Venezuela.	No	decision has	yet	been	issued	by	the	new	Judge	of	Appeals.

On	February	11,	2010,	in	a	separate	action	on	the	merits,	the	First	Instance	court	dismissed	in	its	entirety	the	plaintiff's	claim	against	Visa International	and	other	defendants	for	damages	based	on	trademark	infringement.	The	plaintiff	is	appealing	the	decision.

# Every	Penny	Counts,	Inc.—Prepaid	Cards

On	July	17,	2007,	Every	Penny	Counts,	Inc.	filed	a	complaint	in	the	U.S.	District	Court	for	the	Middle	District	of	Florida	against	Visa	U.S.A., MasterCard	and	American	Express	for	patent	infringement.	Plaintiff	amended	its	complaint	on	September	27,	2007	to	add	Green	Dot	Corp.	as	a	party and	to	add	a	patent	to	its	suit.	The	complaint	now	alleges	that	the	defendants'	"open"	prepaid	card	products	infringe	five	U.S.	Patents	held	by	the	plaintiff. After	the	court	denied	Visa	U.S.A.'s	motion	to	dismiss,	on	November	13,	2007,	Visa	U.S.A.	filed	its	answer	and	counterclaims	alleging	that	Visa	does	not infringe	the	plaintiff's	patents,	that	the	plaintiff's	patents	are	invalid,	and	that	the	plaintiff's	patents	are	unenforceable	due	to	prosecution	laches	and inequitable	conduct.

At	a	claims	construction	hearing	on	May	22,	2008,	the	court	ruled	in	favor	of	defendants	on	all	five	of	plaintiff's	patents.	In	light	of	this	ruling,	plaintiff orally	agreed	to	a	stipulated	judgment	in	favor	of	all	defendants	on	all	claims.	The	court	entered	judgment	for	all	defendants	on	May	23,	2008,	which	was affirmed	by	the	Federal	Circuit	on	April	30,	2009.	The	Federal	Circuit	denied	Every	Penny	Counts's	petition	for	rehearing	on	May	26,	2009	and	issued	its mandate	on	June	2,	2009.	Judgment	was	entered	pursuant	to	that	mandate	on	June	10,	2009.	The	U.S.	Supreme	Court	denied	Every	Penny	Counts's petition	for	writ	of	certiorari	on	November	9,	2009.

# TQP	Development,	LLC—Data	Encryption

On	March	25,	2009,	TQP	Development,	LLC	filed	a	lawsuit	against	Visa	Inc.,	Visa	U.S.A.,	Visa	International	and	a	number	of	other	companies, including	American	Express,	MasterCard	and	Barclays,	in	the	U.S.	District	Court	for	the	Eastern	District	of	Texas	alleging	that	methods	practiced	on	the defendants'	websites	infringe	U.S.	Patent	No.	5,412,730	("Encrypted	Data	Transmission	System	Employing	Means	for	Randomly	Altering	the	Encryption Keys").	On	May	22,	2009,	Visa	answered	the	complaint	and	filed	a	counterclaim	for	a	declaratory	judgment	that	Visa	is	not	infringing	the	patent	and/or that	the	patent	is	invalid.	On	December	21,	2009,	the	parties	executed	an	agreement	to	settle	the	litigation,	and	the	case	was	dismissed	with	prejudice on	January	4,	2010.	The	settlement	amount	is	not	considered	material	to	the	consolidated	financial	statements.

# Actus,	LLC—Prepaid	Cards

On	April	9,	2009,	Actus,	LLC	filed	a	lawsuit	against	Visa	Inc.	and	a	number	of	other	companies	in	the	U.S.	District	Court	for	the	Eastern	District	of Texas	alleging	that	certain	Visa	prepaid	products	infringe	U.S.	Patent	No.	7,328,189	("Method	and	Apparatus	for	Conducting	Electronic	Commerce Transactions	Using	Electronic	Tokens")	and	U.S.	Patent	No.	7,249,099	("Method	and	Apparatus	for	Conducting	Electronic	Commerce	Transactions Using	Electronic	Tokens").	On	June	11,	2009,	Visa	filed	a	motion	to	dismiss	plaintiff's	claims.	Actus	filed	a	second	amended	complaint	on	August	17, 2009,	to	address	the	issues	raised	in	Visa's	motion,	and	Visa	and	other	defendants	filed	a	renewed	motion	to	dismiss	on	September	8,	2009.	On	April	21, 2010,	the	parties	executed	an	agreement	to	settle	the	litigation,	and	on	April	30,	2010,	the	court	dismissed	the	claims	against	Visa	with	prejudice.	The settlement	amount	is	not	considered	material	to	the	consolidated	financial	statements.

# Joao	Bock	Transaction	Systems—Transaction	Security

On	May	11,	2009,	Joao	Bock	Transaction	Systems	of	Texas,	LLC	filed	a	lawsuit	against	Visa	Inc.	and	a	number	of	other	companies	in	the	U.S. District	Court	for	the	Eastern	District	of	Texas	alleging	that	certain	Visa	products	and/or	services	infringe	U.S.	Patent	No.	7,096,003	("Transaction Security

Apparatus").	On	June	23,	2009,	plaintiff	filed	a	first	amended	complaint.	On	July	10,	2009,	Visa	filed	a	motion	to	dismiss	plaintiff's	claim.	On	October	1, 2009,	the	parties	executed	an	agreement	to	settle	the	litigation,	and	the	case	was	dismissed	with	prejudice	on	October	13,	2009.	The	settlement	amount is	not	considered	material	to	the	consolidated	financial	statements.

# Restricted	Spending	Solutions,	LLC—Prepaid	and	Commercial	Cards

On	June	23,	2009,	Restricted	Spending	Solutions,	LLC	filed	a	lawsuit	against	Visa	U.S.A.	and	a	number	of	other	companies	in	the	U.S.	District Court	for	the	Northern	District	of	Illinois	alleging	that	certain	Visa	prepaid	and	commercial	cards	infringe	U.S.	Patent	No.	6,044,360	("Third	Party	Credit Card").	Plaintiff	seeks	money	damages	and	injunctive	relief.	On	October	30,	2009,	Visa	U.S.A.	answered	the	complaint	and	filed	a	counterclaim	for	a declaratory	judgment	that	Visa	is	not	infringing	the	patent	and/or	that	the	patent	is	invalid.

On	November	19,	2009,	Visa	U.S.A.	filed	its	First	Amended	Answer	and	Counterclaim	to	the	plaintiff's	complaint.	On	February	5,	2010,	the defendants	filed	a	motion	for	summary	judgment	of	invalidity	based	on	Visa's	U.S.	Patent	5,500,513.	The	court	granted	defendants'	motion	for	summary judgment	on	September	29,	2010.	Plaintiff	filed	a	notice	of	appeal	to	the	U.S.	Court	of	Appeals	for	the	Federal	Circuit	on	October	28,	2010.

# Note	23—Subsequent	Events

In	October	2010,	the	Company's	board	of	directors	authorized	a	$1.0	billion	share	repurchase	plan.	The	authorization	will	be	in	place	through September	30,	2011,	subject	to	extension	or	expansion	at	the	determination	of	the	Company's	board	of	directors.	See	Note	16—Stockholders'	Equity.

On	October	8,	2010,	the	Company	funded	the	litigation	escrow	account	with	$800	million.	See 	Note	4—Retrospective	Responsibility	Plan.

On	October	20,	2010,	the	Company's	board	of	directors	declared	a	dividend	in	the	aggregate	amount	of	$0.15	per	share	of	class	A	common	stock (determined	in	the	case	of	class	B	and	class	C	common	stock	on	an	as-converted	basis).	See	Note	16—Stockholders'	Equity.

# Selected	Quarterly	Financial	Data	(Unaudited)

# (in	millions,	except	per	share	data)

The	following	tables	show	selected	quarterly	operating	results	for	each	quarter	and	full	year	of	fiscal	2010	and	2009	for	Visa	Inc.:

|  | Quarter	Ended	(unaudited) | Quarter	Ended	(unaudited) | Quarter	Ended	(unaudited) | Quarter	Ended	(unaudited) | Fiscal	Year |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Visa\tInc. | Dec.\t31,\n2009 | Mar.\t31,\n2010 | June\t30,\n2010 | Sept.\t30,\n2010 | 2010\tTotal |
|  |  | (in\tmillions,\texcept\tper\tshare\tdata) | (in\tmillions,\texcept\tper\tshare\tdata) | (in\tmillions,\texcept\tper\tshare\tdata) |  |
| Operating\trevenues | $1,960 | $1,959 | $2,029 | $2,117 | $8,065 |
| Operating\tincome | \t 1,217 | \t 1,122 | \t 1,137 | 1,113 | 4,589 |
| Net\tincome\tattributable\tto\tVisa\tInc. | 763 | 713 | 716 | 774 | 2,966 |
| Basic\tearnings\tper\tshare |  |  |  |  |  |
| Class\tA\tcommon\tstock | $1.03 | $.97 | $.97 | $1.06 | $4.03 |
| Class\tB\tcommon\tstock | $.60 | $.56 | $.56 | $.59 | $2.31 |
| Class\tC\tcommon\tstock | $1.03 | $.97 | $.97 | $1.06 | $4.03 |
| Diluted\tearnings\tper\tshare |  |  |  |  |  |
| Class\tA\tcommon\tstock | $1.02 | $.96 | $.97 | $1.06 | $4.01 |
| Class\tB\tcommon\tstock | $.60 | $.56 | $.55 | $.59 | $2.30 |
| Class\tC\tcommon\tstock | $1.02 | $.96 | $.97 | $1.06 | $4.01 |

|  | Quarter	Ended	(unaudited) | Quarter	Ended	(unaudited) | Quarter	Ended	(unaudited) | Quarter	Ended	(unaudited) | Fiscal	Year |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Visa\tInc. | Dec.\t31,\n2008 | Mar.\t31,\n2009 | June\t30,\n2009 | Sept.\t30,\n2009 | 2009\tTotal |
|  |  | (in\tmillions,\texcept\tper\tshare\tdata) | (in\tmillions,\texcept\tper\tshare\tdata) | (in\tmillions,\texcept\tper\tshare\tdata) |  |
| Operating\trevenues | $1,739 | $1,647 | $1,646 | $1,879 | $6,911 |
| Operating\tincome | 966 | 881 | 822 | 869 | 3,358 |
| Net\tincome\tattributable\tto\tVisa\tInc. | 574 | 536 | 729 | 514 | 2,353 |
| Basic\tearnings\tper\tshare^(i) |  |  |  |  |  |
| Class\tA\tcommon\tstock | $0.74 | $0.71 | $0.97 | $0.69 | $3.10 |
| Class\tB\tcommon\tstock | $0.52 | $0.45 | $0.61 | $0.41 | $1.98 |
| Class\tC\tcommon\tstock^(ii) | $0.74 | $0.71 | $0.97 | $0.69 | $3.10 |
| Diluted\tearnings\tper\tshare^(i) |  |  |  |  |  |
| Class\tA\tcommon\tstock | $0.74 | $0.71 | $0.96 | $0.69 | $3.10 |
| Class\tB\tcommon\tstock | $0.52 | $0.45 | $0.61 | $0.41 | $1.98 |
| Class\tC\tcommon\tstock^(ii) | $0.74 | $0.71 | $0.96 | $0.69 | $3.10 |

Effective	October	1,	2009,	the	Company	adopted	a	new	accounting	standard	related	to	the	calculation	of	earnings	per	share,	which	requires retrospective	application	to	earnings	per	share	for	fiscal	2009.	See	Note	17—Earnings	Per	Share	to	the	consolidated	financial	statements . In	October	2008,	the	Company	redeemed	all	shares	of	class	C	(series	II),	and	partial	shares	of	class	C	(series	III)	common	stock.	Following	the redemptions,	the	remaining	shares	of	class	C	(series	III)	and	class	C	(series	IV)	common	stock	automatically	converted	into	shares	of	class	C (series	I)	common	stock.	Under	the	Fifth	Amended	and	Restated	Certificated	of	Incorporation,	shares	of	class	C	(series	I)	common	stock	were designated	as	class	C	common	stock	with	no	series	designation.

# ITEM	9. Changes	in	and	Disagreements	with	Accountants	on	Accounting	and	Financial	Disclosures

# ITEM	9A. Controls	and	Procedures

# Evaluation	of	Disclosure	Controls	and	Procedures

We	maintain	a	system	of	disclosure	controls	and	procedures	(as	defined	in	the	Rules	13a-15(e)	and	15(d)-15(e)	under	the	Securities	Exchange	Act of	1934,	as	amended	(the	"Exchange	Act"))	that	is	designed	to	ensure	that	information	required	to	be	disclosed	in	our	Exchange	Act	reports	is	recorded, processed,	summarized	and	reported	within	the	time	periods	specified	in	the	SEC's	rules	and	forms,	and	that	such	information	is	accumulated	and communicated	to	our	management,	including	our	Chief	Executive	Officer	and	Chief	Financial	Officer,	as	appropriate,	to	allow	timely	decisions	regarding required	disclosures.

Under	the	supervision	and	with	the	participation	of	our	management,	including	our	Chief	Executive	Officer	and	Chief	Financial	Officer,	we conducted	an	evaluation	of	our	disclosure	controls	and	procedures.	Based	on	this	evaluation,	our	Chief	Executive	Officer	and	our	Chief	Financial	Officer concluded	that,	as	of	September	30,	2010,	our	disclosure	controls	and	procedures	were	effective.

There	are	inherent	limitations	to	the	effectiveness	of	any	system	of	disclosure	controls	and	procedures.	These	limitations	include	the	possibility	of human	error,	the	circumvention	or	overriding	of	the	controls	and	procedures	and	reasonable	resource	constraints.	In	addition,	because	we	have designed	our	system	of	controls	based	on	certain	assumptions,	which	we	believe	are	reasonable,	about	the	likelihood	of	future	events,	our	system	of controls	may	not	achieve	its	desired	purpose	under	all	possible	future	conditions.	Accordingly,	our	disclosure	controls	and	procedures	provide	reasonable assurance,	but	not	absolute	assurance,	of	achieving	their	objectives.

# Management's	Report	on	Internal	Control	over	Financial	Reporting

The	Company's	management	is	responsible	for	establishing	and	maintaining	adequate	internal	control	over	financial	reporting	for	the	Company. Management	assessed	the	effectiveness	of	Company's	internal	control	over	financial	reporting	as	of	September	30,	2010.	Based	on	management's assessment,	management	has	concluded	that	Company's	internal	control	over	financial	reporting	was	effective	as	of	September	30,	2010	using	the criteria	set	forth	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission	(COSO)	in	Internal	Control—Integrated	Framework	.

Our	internal	control	over	financial	reporting	is	designed	to	provide	reasonable,	but	not	absolute,	assurance	regarding	the	reliability	of	financial reporting	and	the	preparation	of	financial	statements	in	accordance	with	generally	accepted	accounting	principles.	There	are	inherent	limitations	to	the effectiveness	of	any	system	of	internal	control	over	financial	reporting.	These	limitations	include	the	possibility	of	human	error,	the	circumvention	or overriding	of	the	system	and	reasonable	resource	constraints.	Because	of	its	inherent	limitations,	our	internal	control	over	financial	reporting	may	not prevent	or	detect	misstatements.	Projections	of	any	evaluation	of	effectiveness	to	future	periods	are	subject	to	the	risks	discussed	in	Item	1A—Risk Factors	in	this	report.

Based	on	management's	assessment,	management	has	concluded	that	the	Company's	internal	control	over	financial	reporting	was	effective	as	of September	30,	2010.

The	effectiveness	of	our	internal	control	over	financial	reporting	as	of	September	30,	2010	has	been	audited	by	KPMG	LLP,	an	independent registered	public	accounting	firm	and	is	included	in	Item	8	of	this	Report.

# Changes	in	Internal	Control	over	Financial	Reporting

In	preparation	for	management's	report	on	internal	control	over	financial	reporting,	we	documented	and	tested	the	design	and	operating effectiveness	of	our	internal	control	over	financial	reporting.	During	fiscal	2010,	there	were	no	significant	changes	in	our	internal	controls	over	financial reporting	that	occurred	during	the	year	ended	September	30,	2010	that	have	materially	affected,	or	are	reasonably	likely	to	materially	affect,	the Company's	internal	control	over	financial	reporting.

# ITEM	9B. Other	Information

# PART	III

Certain	information	required	by	Part	III	is	omitted	from	this	Report	and	the	Company	will	file	a	definitive	proxy	statement	pursuant	to	Regulation 14A	under	the	Exchange	Act	(the	"Proxy	Statement")	not	later	than	120	days	after	the	end	of	the	fiscal	year	ended	September	30,	2010,	and	certain information	included	therein	is	incorporated	herein	by	reference.	Only	those	sections	of	the	Proxy	Statement	that	specifically	address	the	items	set	forth herein	are	incorporated	by	reference.	Such	incorporation	does	not	include	the	report	of	the	Audit	and	Risk	Committee	included	in	the	Proxy	Statement.

# ITEM	10. Directors,	Executive	Officers	and	Corporate	Governance

The	information	required	by	this	item	concerning	the	Company's	directors,	executive	officers,	the	Code	of	Business	Conduct	and	Ethics	and corporate	governance	matters	is	incorporated	herein	by	reference	to	the	sections	entitled	"Proposal	3—Election	of	Directors"	"Executive	Officers," "Corporate	Governance—Code	of	Business	Conduct	and	Ethics,"	and	"Board	of	Directors	and	Committees	of	the	Board—Audit	and	Risk	Committee	and Audit	and	Risk	Committee	Financial	Expert"	in	our	Proxy	Statement.

The	information	required	by	this	item	regarding	compliance	with	Section	16(a)	of	the	Exchange	Act	pursuant	to	Item	405	of	Regulation	S-K	is incorporated	herein	by	reference	to	the	section	entitled	"Other	Information—Section	16(a)	Beneficial	Ownership	Reporting	Compliance"	in	our	Proxy Statement.

Our	Code	of	Business	Conduct	and	Ethics,	Code	of	Ethics	for	Senior	Financial	Officers	and	our	Corporate	Governance	Guidelines	are	available	on the	Investor	Relations	page	of	our	website	at	www.investor.visa.com,	under	"Corporate	Governance".	Printed	copies	of	these	documents	are	also available	to	stockholders	without	charge	upon	written	request	directed	to	Corporate	Secretary,	P.O.	Box	8999,	San	Francisco,	California	94128.

# ITEM	11. Executive	Compensation

The	information	required	by	this	item	concerning	director	and	executive	compensation	is	incorporated	herein	by	reference	to	the	sections	entitled "Board	of	Directors	and	Committee	of	the	Board—Director	Compensation"	and	"Executive	Compensation"	in	our	Proxy	Statement.

The	information	required	by	this	item	pursuant	to	Item	407(e)(4)	of	Regulation	S-K	is	incorporated	herein	by	reference	to	the	section	entitled "Executive	Compensation—Compensation	Committee	Interlocks	and	Insider	Participation"	in	our	Proxy	Statement.

The	information	required	by	this	item	pursuant	to	Item	407(e)(5)	of	Regulation	S-K	is	incorporated	herein	by	reference	to	the	section	entitled "Executive	Compensation—Compensation	Committee	Report"	in	our	Proxy	Statement.

# ITEM	12. Security	Ownership	of	Certain	Beneficial	Owners	and	Management	and	Related	Stockholder	Matters

The	information	required	by	this	item	pursuant	to	Item	403	of	Regulation	S-K	is	incorporated	herein	by	reference	to	the	section	entitled	"Security Ownership	of	Certain	Beneficial	Owners	and	Management"	in	our	Proxy	Statement.

# For	the	information	required	by	item	201(d)	of	Regulation	S-K,	refer	to Item	5	in	this	report.

# ITEM	13. Certain	Relationships	and	Related	Transactions,	and	Director	Independence

The	information	required	by	this	item	concerning	related	party	transactions	pursuant	to	Item	404	of	Regulation	S-K	is	incorporated	herein	by reference	to	the	section	entitled	"Certain	Relationships	and	Related	Person	Transactions"	in	our	Proxy	Statement.

The	information	required	by	this	item	concerning	director	independence	pursuant	to	Item	407(a)	of	Regulation	S-K	is	incorporated	herein	by reference	to	the	section	entitled	"Corporate	Governance—	Independence	of	Directors"	in	our	Proxy	Statement.

# ITEM	14. Principal	Accountant	Fees	and	Services

The	information	required	by	this	Item	is	incorporated	herein	by	reference	to	the	section	entitled	"Auditor	Services	and	Fees"	in	our	Proxy	Statement.

# PART	IV

# ITEM	15. Exhibits	and	Financial	Statement	Schedules

(a)	The	following	documents	are	filed	as	part	of	this	Report:

1.	Consolidated	Financial	Statements

See	Index	to	Consolidated	Financial	Statements	in Item	8	of	this	Report.

2.	Consolidated	Financial	Statement	Schedules

None.

3.	The	following	exhibits	are	filed	as	part	of	this	Report	or,	where	indicated,	were	previously	filed	and	are	hereby	incorporated	by	reference:

Refer	to	the	Exhibit	Index	herein.

# SIGNATURES

Pursuant	to	the	requirements	of	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934,	as	amended,	the	registrant	has	duly	caused	this Annual	Report	on	Form	10-K	to	be	signed	on	its	behalf	by	the	undersigned,	thereunto	duly	authorized.

Pursuant	to	the	requirements	of	the	Securities	Exchange	Act	of	1934,	as	amended,	this	report	has	been	signed	below	by	the	following	persons	on behalf	of	the	registrant	in	the	capacities	and	on	the	dates	indicated.

| /s/	Byron	H.	Pollitt | Chief	Financial	Officer | November	19,	2010 |
| :--- | :--- | :--- |
| Byron\tH.\tPollitt | (principal\tfinancial\tofficer\tand\tprincipal\taccounting |  |
|  | officer) |  |
| /s/\tHani\tAl-Qadi | Director | November\t19,\t2010 |
| Hani\tAl-Qadi |  |  |
| /s/\tGary\tCoughlan | Director | November\t19,\t2010 |
| Gary\tCoughlan |  |  |
| /s/\tMary\tB.\tCranston | Director | November\t19,\t2010 |
| Mary\tB.\tCranston |  |  |
| /s/\tCharles\tT.\tDoyle | Director | November\t19,\t2010 |
| Charles\tT.\tDoyle |  |  |
| /s/\tFrancisco\tJavier\tFernandez-Carbajal | Director | November\t19,\t2010 |
| Francisco\tJavier\tFernandez-Carbajal |  |  |
| /s/\tPeter\tHawkins | Director | November\t19,\t2010 |
| Peter\tHawkins |  |  |
| /s/\tSuzanne\tNora\tJohnson | Director | November\t19,\t2010 |
| Suzanne\tNora\tJohnson |  |  |
| /s/\tRobert\tW.\tMatschullat | Director | November\t19,\t2010 |

# EXHIBIT	INDEX

10.40* Form	of	Visa	Inc.	2007	Equity	Incentive	Compensation	Plan	Stock	Option	Award	Agreement	for	executive	officers,	other	than	the	CEO, for	awards	granted	after	November	1,	2010

31.2* Certification	of	the	Chief	Financial	Officer	pursuant	to	Section	302

32.1* Certification	of	the	Chief	Executive	Officer	pursuant	to	Section	906

101*+ The	following	materials	from	the	Visa	Inc.	Annual	Report	on	Form	10-K	for	the	year	ended	September	30,	2010,	filed	on November	19,	2010	formatted	in	Extensible	Business	Reporting	Language	(XBRL):

(i)	Consolidated	Balance	Sheets,

(ii)	Consolidated	Statements	of	Operations,

(iii)	Consolidated	Statements	of	Comprehensive	Income,

(iv)	Consolidated	Statements	of	Changes	in	Stockholders'	Equity,

(v)	Consolidated	Statements	of	Cash	Flows	and

(vi)	related	notes,	tagged	as	blocks	of	text.

We	have	agreed	to	furnish	to	the	SEC,	upon	request,	a	copy	of	each	instrument	with	respect	to	issuances	of	long-term	debt	of	Visa	Inc.	and	its subsidiaries.

† Portions	of	this	exhibit	were	omitted	and	have	been	filed	separately	with	the	Secretary	of	the	Securities	and	Exchange	Commission	pursuant	to	the Registrant's	application	requesting	confidential	treatment	under	Rule	406	of	the	Securities	Act.

* Filed	or	furnished	herewith.

+ Users	of	this	data	are	advised	pursuant	to	Rule	401	of	Regulation	S-T	that	the	financial	information	contained	in	these	XBRL	documents	is unaudited	and	that	these	are	not	the	official	publicly	filed	financial	statements	of	Visa	Inc.	The	purpose	of	submitting	these	XBRL	documents	is	to test	the	related	format	and	technology	and,	as	a	result,	investors	should	continue	to	rely	on	the	official	filed	version	of	the	furnished	documents	and not	rely	on	this	information	in	making

investment	decisions.	In	accordance	with	Rule	402	of	Regulation	S-T,	the	information	in	these	exhibits	shall	not	be	deemed	to	be	"filed"	for purposes	of	Section	18	of	the	Securities	Exchange	Act	of	1934,	or	otherwise	subject	to	the	liability	of	that	section,	and	shall	not	be	incorporated	by reference	into	any	registration	statement	or	other	document	filed	under	the	Securities	Act	of	1933,	or	the	Exchange	Act,	except	as	shall	be expressly	set	forth	by	specific	reference	in	such	filing.



Question: what is the average payment volume per transaction for visa inc?
Calculation:   average_payment_volume = 2793 / 62.2
answer = average_payment_volume
Answer: 44.9