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,	2008

# 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

Name	of	each	exchange	on	which	registered

Securities	registered	pursuant	to	Section	12(g)	of	the	Act:				NONE

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	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.				þ

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,	2008,	the	last	business	day	of	the	registrant's	most	recently	completed	second	fiscal	quarter)	was	approximately $27.9	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.

Documents	incorporated	by	reference:				NONE

| Item	1 | Business | 4 |
| :--- | :--- | :--- |
| Item\t1A | Risk\tFactors | 22 |
| Item\t1B | Unresolved\tStaff\tComments | 45 |
| Item\t2 | Properties | 45 |
| Item\t3 | Legal\tProceedings | 45 |
| Item\t4 | Submission\tof\tMatters\tto\ta\tVote\tof\tSecurity\tHolders | 45 |
| PART\tII |  |  |
| Item\t5 | Market\tfor\tRegistrant's\tCommon\tEquity,\tRelated\tStockholder\tMatters\tand\tIssuer\tPurchases\tof\tEquity\tSecurities | 46 |
| Item\t6 | Selected\tFinancial\tData | 48 |
| Item\t7 | Management's\tDiscussion\tand\tAnalysis\tof\tHistorical\tand\tPro\tForma\tFinancial\tCondition\tand\tResults\tof\tOperations | 51 |
| Item\t7A | Quantitative\tand\tQualitative\tDisclosures\tAbout\tMarket\tRisk | 95 |
| Item\t8 | Financial\tStatements\tand\tSupplementary\tData | 96 |
| Item\t9 | Changes\tin\tand\tDisagreements\twith\tAccountants\ton\tAccounting\tand\tFinancial\tDisclosure | 197 |
| Item\t9A | Controls\tand\tProcedures | 197 |
| Item\t9B | Other\tInformation | 198 |
| PART\tIII |  |  |
| Item\t10 | Directors,\tExecutive\tOfficers\tand\tCorporate\tGovernance | 201 |
| Item\t11 | Executive\tCompensation | 209 |
| Item\t12 | Security\tOwnership\tof\tCertain\tBeneficial\tOwners\tand\tManagement\tand\tRelated\tStockholder\tMatters | 234 |
| Item\t13 | Certain\tRelationships\tand\tRelated\tTransactions,\tand\tDirector\tIndependence | 237 |
| Item\t14 | Principal\tAccountant\tFees\tand\tServices | 242 |
| PART\tIV\nItem\t15 | Exhibits\tand\tFinancial\tStatement\tSchedules | 244 |

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	Form	10-K	contains	"forward-looking	statements"	within	the	meaning	of	the	Private	Securities	Litigation	Reform	Act	of	1995.	These	statements include,	but	are	not	limited	to:

•statements	regarding	the	expected	growth	of	the	electronic	payments	industry;

•expectations	as	to	the	benefits	of	our	reorganization	and	our	initial	public	offering;

•projections	as	to	the	future	trends	in	the	electronic	payments	industry,	as	well	as	our	corresponding	business	strategies	and	the	expected benefits	derived	from	such	strategies;

•statements	regarding	our	relationships	with	customers	and	expectations	as	to	the	future	development	of	these	relationships;

•statements	regarding	the	capabilities	and	advantages	of	our	processing	platform,	VisaNet;

•statements	as	to	the	market	opportunities	for	certain	product	segments	and	in	certain	geographies,	as	well	as	our	ability	to	take	advantage	of these	opportunities;

•statements	as	to	future	foreign	and	domestic	regulatory	changes	and	their	impact	on	our	business;

•statements	as	to	the	impact	of	litigation	and	the	operation	of	our	retrospective	responsibility	plan;	and

•statements	regarding	the	capacity	of	our	facilities.

In	addition,	statements	that	contain	the	terms	"anticipate,"	"believe,"	"continue,"	"could,"	"estimate,"	"expect,"	"intend,"	"may,"	"plan,"	"potential," "predict,"	"project,"	"should,"	"will"	and	similar	expressions	are	intended	to	identify	forward-looking	statements.	In	addition,	any	underlying	assumptions are	forward-looking	statements.	By	their	nature,	forward-looking	statements	are	not	guarantees	of	future	performance	or	results	and	are	subject	to	risks, uncertainties	and	assumptions	that	are	difficult	to	predict	or	quantify.	Therefore,	actual	results	could	differ	materially	and	adversely	from	these	forward- looking	statements	as	a	result	of	a	variety	of	factors,	including	all	the	risks	discussed	in	Item	1A—"Risk	Factors"	and	elsewhere	in	this	report.	You	are cautioned	not	to	place	undue	reliance	on	such	statements,	which	speak	only	at	the	date	of	this	report.	Unless	we	are	required	to	do	so	under	U.S.	federal securities	laws	or	other	applicable	laws,	we	do	not	intend	to	update	or	revise	any	forward-looking	statements.

# PART	I

# ITEM	1. Business

# Overview

Visa	operates	the	world's	largest	retail	electronic	payments	network	and	manages	the	world's	most	recognized	global	financial	services	brand.	We have	more	branded	credit	and	debit	cards	in	circulation,	more	transactions	and	greater	total	volume	than	any	of	our	competitors.	We	facilitate	global commerce	through	the	transfer	of	value	and	information	among	financial	institutions,	merchants,	consumers,	businesses	and	government	entities.	We provide	financial	institutions,	our	primary	customers,	with	product	platforms	encompassing	consumer	credit,	debit,	prepaid	and	commercial	payments. VisaNet,	our	secure,	centralized,	global	processing	platform,	enables	us	to	provide	financial	institutions	and	merchants	with	a	wide	range	of	product platforms,	transaction	processing	and	related	value-added	services.	Based	on	the	size	of	our	network,	the	strength	of	the	Visa	brand	and	the	breadth	and depth	of	our	products	and	services,	we	believe	we	are	the	leading	electronic	payments	company	in	the	world.

Our	business	primarily	consists	of	the	following:

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

•	 we	manage	and	promote	our	brands	for	the	benefit	of	our	customers	through	advertising,	promotional	and	sponsorship	initiatives	and	by encouraging	card	usage	and	merchant	acceptance;

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

•	 we	provide	transaction	processing	services	(primarily	authorization,	clearing	and	settlement)	to	our	customers	through	VisaNet,	our	secure, centralized,	global	processing	platform;

•	 we	provide	various	other	value-added	services	to	our	customers,	including	risk	management,	debit	issuer	processing,	loyalty	services, dispute	management	and	value-added	information	services;

•	 we	develop	new	products	and	services	to	enable	our	customers	to	offer	efficient	and	effective	payment	methods	to	their	cardholders	and merchants;	and

•	 we	adopt	and	enforce	a	common	set	of	rules	adhered	to	by	our	customers	to	ensure	the	efficient	and	secure	functioning	of	our	payments network	and	the	maintenance	and	promotion	of	our	brands.

We	derive	revenues	primarily	from	fees	paid	by	our	customers	based	on	payments	volume,	transactions	that	we	process	and	certain	other	related services	that	we	provide.	Payments	volume	is	the	total	monetary	value	of	transactions	for	goods	and	services	purchased	with	our	cards,	as	reported	by our	customers.	Cash	volume	generally	includes	cash	access	transactions,	balance	transfers	and	convenience	check	transactions	associated	with	our products.	Total	volume,	which	we	consider	to	be	an	important	measure	of	the	scale	of	our	business,	is	the	sum	of	payments	volume	and	cash	volume. The	table	below	shows	our	product	performance	for	the	twelve	months	ended	June	30,	2008,	according	to	data	reported	to	us	by	our	customers:

# Visa	Inc.	Product	Performance

All	numbers	in	billions,	except	as	noted

|  | USA | Rest	of	World | Visa	Inc. |
| :--- | :--- | :--- | :--- |
| Payments\tVolume |  |  |  |
| Consumer\tcredit | $661 | $802 | $1,463 |
| Consumer\tdebit(1) | 733 | 133 | 866 |
| Commercial\tand\tother | 217 | 108 | 325 |
| Total\tPayments\tVolume | $1,611 | $1,043 | $2,654 |
| Cash\tvolume | 406 | 1,127 | 1,533 |
| Total\tVolume(2) | $2,017 | $2,170 | $4,187 |
| Total\tProcessed\tTransactions\t(in\tmillions)(3) | \t 30,781 | 6,175 | \t 36,956 |

(1) Includes	prepaid	volume.

(2) Total	volume	is	the	sum	of	total	payments	volume	and	cash	volume.	Total	payments	volume	is	the	total	monetary	value	of	transactions	for	goods and	services	that	are	purchased.	Cash	volume	generally	consists	of	cash	access	transactions,	balance	access	transactions,	balance	transfers	and convenience	checks.

(3) Processed	Transactions	represent	transactions	processed	through	our	VisaNet	system.

# Our	Reorganization	and	Initial	Public	Offering

Visa	Inc.	was	incorporated	as	a	Delaware	stock	corporation	in	May	2007.	In	October	2007,	we	undertook	a	reorganization	of	the	global	Visa enterprise.	Prior	to	our	reorganization,	Visa	operated	as	five	corporate	entities	related	by	ownership	and	membership:	Visa	U.S.A.,	Visa	International (comprising	the	operating	regions	of	Asia	Pacific	(AP),	Latin	America	and	Caribbean	(LAC),	and	Central	and	Eastern	Europe,	Middle	East	and	Africa (CEMEA)),	Visa	Canada,	Visa	Europe	and	Inovant,	which	operated	the	VisaNet	transaction	processing	system	and	other	related	processing	systems. Each	of	Visa	U.S.A.,	Visa	Canada,	Visa	Europe,	Visa	AP,	Visa	LAC	and	Visa	CEMEA	operated	as	a	separate	geographic	region,	serving	its	member financial	institutions	and	administering	Visa	programs	in	its	respective	region.	As	a	result	of	the	reorganization,	Visa	U.S.A.,	Visa	International,	Visa Canada	and	Inovant	became	direct	or	indirect	subsidiaries	of	Visa	Inc.	Visa	Europe	did	not	become	a	subsidiary	of	Visa	Inc.,	but	rather	remained	owned by	its	member	financial	institutions	and	entered	into	a	set	of	contractual	arrangements	with	Visa	Inc.	in	connection	with	the	reorganization.

In	March	2008,	we	completed	our	initial	public	offering,	or	IPO.	As	a	result	of	our	offering,	the	financial	institutions	that	hold	our	class	B	and	class	C shares	represent	a	minority	of	the	outstanding	shareholder	interest	of	Visa	Inc.	For	more	information	about	our	capital	structure	and	the	voting	rights	of our	class	A,	class	B,	and	class	C	common	stock,	see	Item	8—"Financial	Statements	and	Supplementary	Data"	included	elsewhere	in	this	report.

# Industry	Overview

# The	Global	Payments	Industry

We	operate	in	the	global	payments	industry,	which	is	undergoing	a	major	shift	from	paper-based	payments,	such	as	cash	and	checks,	to	card- based	and	other	electronic	payments.	For	more	than	30	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,	official	checks	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;	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.

We	believe	that	the	shift	to	electronic	payment	forms	is	a	worldwide	phenomenon;	however,	in	many	developing	countries,	it	is	at	an	early	stage and	will	be	accelerated	by	globalization	of	commerce	and	increased	travel.	Recent	innovations	such	as	contactless	cards	and	mobile	payments	are	also increasing	the	attractiveness	of	electronic	payments.	We	believe	these	trends	create	a	substantial	growth	opportunity	for	the	global	payments	industry.

The	most	common	card-based	forms	of	payment	are	general-purpose	cards,	which	are	payment	cards	that	permit	widespread	usage.	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,	which	typically	permit	a	cardholder	to	carry	a	balance	in	a	revolving	credit	account	(a	credit	card	or	deferred	debit	card)	or require	payment	of	the	full	balance	within	a	specified	period	(a	charge	card);	and

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

The	primary	global	general	purpose	card	brands	include	Visa,	MasterCard,	American	Express,	Discover,	JCB	and	Diners	Club.	While	these	brands —including	Visa—were	historically	associated	primarily	with	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.

In	addition	to	general	purpose	cards,	a	number	of	retailers	and	other	entities	issue	limited-purpose	credit,	charge	and	prepaid	cards	that	can	be used	for	payment	only	at	the	issuing	entity.	These	cards	are	generally	referred	to	as	private	label	cards.	Private	label	cards	are	sometimes	issued	by	a financial	institution	under	a	contractual	agreement	with	the	retailer.

# Largest	Operators	of	Open-Loop	and	Closed-Loop	Retail	Electronic	Payments	Networks

The	largest	operators	of	open-loop	and	closed-loop	retail	electronic	payments	networks	are	Visa,	MasterCard,	American	Express,	Discover,	JCB and	Diners	Club.	With	the	exception	of	Discover,	which	primarily	operates	in	the	United	States,	all	of	the	other	network	operators	can	be	considered multi-national	or	global	providers	of	payments	network	services.	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 competitors	for	calendar	year	2007:

|  | Payments | Total | Total |  |
| :--- | :--- | :--- | :--- | :--- |
| Company | Volume | Volume | Transactions | Cards |
|  | (billions) | (billions) | (billions) | (millions) |
| Visa\tInc.(1) | $2,457 | $ 3,822 | 50.3 | 1,592 |
| MasterCard | 1,697 | 2,276 | 27.0 | 916 |
| American\tExpress | 637 | 647 | 5.0 | 86 |
| Discover | 102 | 119 | 1.6 | 57 |
| JCB | 55 | 61 | 0.6 | 58 |
| Diners\tClub | 29 | 30 | 0.2 | 7 |

(1) Visa	Inc.	figures	as	reported	previously	in	our	filings.

Note:	Visa	Inc.	figures	exclude	Visa	Europe.	Figures	for	competitors	include	their	respective	European	operations.	Visa	figures	include	Visa,	Visa Electron,	and	Interlink	brands.	Visa	cards	include	PLUS	proprietary	cards,	but	proprietary	PLUS	cash	volume	is	not	included.	Domestic	China	figures	are excluded.	MasterCard	figures	include	PIN-based	debit	card	figures	on	MasterCard	cards,	but	not	Maestro	or	Cirrus	figures.	China	commercial	funds transfers	are	excluded.	American	Express	and	Discover	include	business	from	third-party	issuers.	JCB	figures	are	for	April	2006	through	March	2007,	but cards	and	outlets	are	as	of	September	2007.	JCB	total	transaction	figures	are	estimates.

# Our	Primary	Operations

We	generate	revenue	from	the	transaction	processing	services	we	offer	to	our	customers.	Our	customers	deliver	Visa	products	and	payment services	to	consumers	and	merchants	based	on	the	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

# 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,	which	are	the	financial	institutions	that	issue	Visa	cards	to	cardholders,	and	acquirers,	which	are	the	financial institutions	that	offer	Visa	network	connectivity	and	payments	acceptance	services	to	merchants.	In	addition,	we	offer	a	range	of	value-added	processing services	to	support	our	customers'	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.

Visa	transactions	can	be	authorized,	cleared	and	settled	either	as	dual-message	transactions	or	as	single-message	transactions.	The	choice	of processing	method	may	vary	depending	upon	the	issuer,	the	type	of	card	or	the	region	in	which	the	transaction	takes	place:

•in	a	single-message	transaction,	the	acquirer	submits	a	single	electronic	message	containing	all	data	required	for	the	authorization,	clearing and	settlement	of	the	transaction.	Actual	financial	settlement	occurs	at	a	later	time.

•in	a	dual-message	transaction,	the	acquirer	submits	an	electronic	message	at	the	time	of	purchase	containing	the	information	required	for	an authorization	decision	and	a	second	message	at	a	later	point	in	time	containing	additional	data	required	for	clearing	and	settlement.

# Authorization

A	typical	Visa	transaction	begins	when	the	cardholder	presents	his	or	her	Visa	card	to	a	merchant	as	payment	for	goods	or	services.	The transaction	information	is	then	transmitted	electronically	to	the	issuer	for	authorization.	In	certain	cases,	we	may	authorize	the	transaction	on	behalf	of the	issuer	through	a	service	known	as	stand-in	processing,	based	on	parameters	established	by	the	issuer.	The	following	diagram	illustrates	the processing	steps	involved	in	a	typical	transaction	authorized	through	our	network.	In	a	typical	Visa	transaction,	the	authorization	process	by	Visa	occurs in	approximately	one	second.

1. The	cardholder	presents	the	merchant	with	a	Visa	card	for	payment.	The	merchant	point	of	sale	terminal	reads	the	account	number	and other	data	encoded	on	the	card's	magnetic	stripe	or	chip.

2. The	merchant	terminal	transmits	the	card	information	and	transaction	amount	to	the	acquirer.

3. The	acquiring	financial	institution	or	its	third	party	processor	combines	the	transaction	information	into	an	authorization	request	message	and transmits	it	to	Visa.

4. Visa	routes	the	authorization	request	to	the	issuer	for	review.	In	certain	circumstances,	such	as	when	the	issuer's	systems	are	unavailable, Visa	may	perform	stand-in	processing	and	review	and	authorize	or	deny	the	transaction.

5. The	issuing	financial	institution	or	its	third	party	processor	returns	an	authorization	response	message,	either	approving	or	denying	the transaction	to	Visa.

6. Visa	routes	the	authorization	response	to	the	acquirer.

7. The	acquirer	transmits	the	result	of	the	authorization	request	to	the	merchant	terminal.

# Clearing	and	Settlement

Clearing	occurs	at	the	time	of	the	authorization,	for	single-message	transactions,	or	in	a	single	daily	batch	message	containing	all	transactions reported	by	the	acquirer,	for	dual-message	transactions.	Settlement	occurs	on	each	business	day	and	is	conducted	on	a	net	basis	for	all	transactions submitted	during	the	previous	settlement	cycle.	The	following	diagram	illustrates	the	clearing	and	settlement	process	between	the	issuer	and	acquirer	for a	typical	transaction	processed	through	our	system.

# Clearing

1. The	merchant	transmits	sales	draft	information	for	the	transaction,	including	account	numbers	and	transaction	amounts,	to	the	acquirer.

2. The	acquiring	financial	institution	or	its	third	party	processor	formats	this	information	into	a	clearing	message,	which	it	transmits	to	Visa.

3. Visa	routes	the	clearing	message	to	the	card	issuer	and	calculates	the	settlement	obligation	of	the	issuer	and	the	amount	due	to	the	acquirer, net	of	certain	applicable	fees	and	charges.

Settlement

4. The	issuer	sends	funds	to	Visa's	designated	settlement	bank	in	the	amount	of	its	settlement	obligation.

5. The	settlement	bank,	at	the	direction	of	Visa,	transfers	funds	due	to	the	acquirer.

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	virtually	all	transactions	occurring	entirely	within	the	United	States,	the	majority	of	domestic	transactions	(i.e.,	transactions	where	the issuer	and	the	merchant	are	located	in	the	same	country)	in	certain	other	countries,	as	well	as	all	cross-border	transactions,	involving	products	carrying our	brands.	Domestic	transactions	that	we	do	not	process	are	generally	processed	by	government-controlled	payments	networks,	our	financial	institution customers,	independent	companies	or	joint	ventures	owned	in	whole	or	in	part	by	our	financial	institution	customers.

We	perform	clearing	and	settlement	through	our	VisaNet	system	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	currently	provide	clearing	and	settlement	services	for	Visa	transactions 9

occurring	entirely	within	Visa	Europe's	region	and	will	continue	to	provide	such	services	until	completion	of	deployment	of	Visa	Europe's	own	processing system.	Visa	Europe	authorizes	transactions	for	its	members	through	its	own	processing	system.

# Other	Value-Added	Processing	Services

The	size	of	our	network	and	our	processing	capabilities	allow	us	to	offer	a	range	of	other	value-added	services	in	certain	countries.	These	services include	risk	management,	debit	issuer	processing,	loyalty	services,	dispute	management	and	value-added	information	services.

Risk	Management	Services.	Our	centralized	and	integrated	network	architecture	allows	us	to	monitor,	on	a	real-time	basis,	all	transactions	that	we process	for	authorization.	As	a	result,	we	provide	customers	in	certain	countries	with	a	number	of	value-added	risk-management	services,	which complement	our	core	authorization	services.	Our	risk	management	services	provide	preventive,	monitoring,	investigative	and	predictive	tools,	which	are intended	to	mitigate	and	help	eliminate	fraud	at	the	cardholder	and	merchant	level.

Debit	Issuer	Processing	Services.	Visa	Debit	Processing	Services	provides	comprehensive	processing	services	for	participating	United	States issuers	of	Visa	debit,	prepaid	and	ATM	payment	products.	In	addition	to	core	issuer	authorization	processing,	Visa	Debit	Processing	Services	offers	card management	services,	exception	processing,	PIN	and	ATM	network	gateways,	call	center	services,	fraud	detection	services	and	ATM	terminal	driving. Visa	Debit	Processing	Services	processes	more	Visa	transactions	than	any	other	issuer	processor	in	the	world.

Loyalty	Services.	We	offer	loyalty	services	that	allow	our	customers	to	enhance	the	attractiveness	of	their	Visa	payment	programs	and	to strengthen	their	relationships	with	cardholders	and	merchants.	These	services	are	designed	to	allow	our	customers	to	differentiate	their	Visa	program offerings,	to	support	increased	card	usage	and	to	increase	the	importance	of	Visa	payments	to	merchants.	One	such	service,	the	Visa	Incentive	Network, enables	merchants	and	financial	institution	customers	to	deliver	tailored	merchant	offers	to	targeted	groups	of	cardholders,	offering	benefits	traditionally associated	with	a	closed-loop	system.

Dispute	Management	Services.	We	manage	Visa	Resolve	Online,	an	automated	web-based	service	that	allows	our	customers'	back-office	analysts and	customer	service	representatives	to	manage	and	resolve	Visa	transaction	disputes	more	efficiently	than	with	previous	paper-based	processes. Transaction	disputes	between	issuers	and	acquirers	sometimes	arise	from	suspected	fraud,	merchant	non-fulfillment	of	transaction	requirements	or	other events.	Visa	Resolve	Online,	which	is	mandatory	for	all	Visa	customers,	provides	real-time	access	to	Visa	transaction	data,	electronic	transfer	of substantiating	documents	and	automated	management	of	communications	between	issuers	and	acquirers.

Value-Added	Information	Services.	We	provide	our	customers	with	a	range	of	additional	information-based	business	analytics	and	applications,	as well	as	the	transaction	data	and	associated	infrastructure	required	to	support	them.	Through	these	services,	we	support	and	enhance	our	customers' business	intelligence	capabilities,	loyalty	applications,	operational	and	management	performance	metrics,	transaction	research	and	commercial	card reporting.

# Processing	Infrastructure

We	own	and	operate	VisaNet,	our	secure,	centralized,	global	processing	platform,	which	consists	of	three	synchronized	processing	centers.	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.	We	are	also	building	a	new	data	center	on	the	east	coast	of	the	United	States,	with	construction	scheduled	to continue	through	2010.	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.

Unlike	the	processing	platforms	of	some	of	our	primary	competitors,	VisaNet	is	built	on	a	centralized	architecture	rather	than	a	distributed architecture.	As	a	result,	we	are	able	to	view	and	analyze	each	authorization	transaction	we	process	in	real-time	and	can	provide	value-added information,	such	as	risk	scoring	or	loyalty	applications,	to	the	issuer	while	the	transaction	data	is	being	routed	through	our	system.

# Product	Platforms

We	offer	a	broad	range	of	product	platforms	to	enable	our	customers	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	Traditional	in	the	United	States	and	Visa Classic	in	the	rest	of	the	world.	We	require	issuers	offering	credit	products	based	on	this	platform	to	meet	minimum	requirements	for	product	functionality and	to	offer	certain	services,	such	as	a	reporting	service	for	lost	or	stolen	cards.

In	addition,	we	offer	premium	credit	platforms,	which	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	and	Visa	Infinite.	Issuers	offering	these	credit	products	are	required	to	provide	certain	functionality	and	enhanced cardholder	services	that	may	vary	by	product	and	region.

# Consumer	Deposit	Access

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

# Consumer	Debit

Visa	Debit.	Our	primary	consumer	debit	platform	uses	the	Visa	brand	mark.	Through	our	rules	and	product	platform	requirements,	we	further segment	our	Visa	debit	product	platform	into	Visa	Classic,	Visa	Gold,	Visa	Platinum	and	Visa	Infinite,	which	allows	our	issuers	to	customize	their	Visa debit	programs	and	offer	a	range	of	benefits	to	their	debit	cardholders.

Interlink	Debit.	We	provide	the	Interlink	debit	product	platform	in	the	United	States	and	certain	countries	in	the	AP	region.	Interlink	is	a	single- message	point-of-sale	debit	network.	It	generally	requires	a	cardholder	to	enter	a	personal	identification	number,	or	PIN,	for	authentication.	Interlink allows	our	issuers	to	provide	a	full	range	of	debit	card	offerings	to	their	deposit	account	customers.	Interlink	acceptance	marks	may	be	included	on	Visa debit	cards	or	issued	as	standalone	debit	cards.

Visa	Electron	Debit.	Visa	Electron	is	a	payment	product	platform	that	permits	issuers	to	require	all	transactions	initiated	from	the	card	to	be authorized	electronically.	It	is	primarily	used	by	issuers	offering	payment	programs	to	higher	risk	customer	segments	or	in	countries	where	electronic authorization	is	less	prevalent,	such	as	certain	markets	in	the	AP,	LAC	and	CEMEA	regions.	Visa	Electron	is	primarily	issued	as	a	consumer	debit product,	but	Visa	Electron	can	also	be	issued	as	a	credit	or	prepaid	product	for	consumers	or	businesses.

POS	Check	Service.	The	Visa	POS	Check	Service	enables	merchants	to	convert	the	account	information	on	a	consumer's	check	into	an	electronic Visa	transaction	message	at	the	point	of	sale	if	the	check	is	drawn	on	a	demand	deposit	account	held	at	a	participating	Visa	customer.	This	service, which	is	currently	offered	only	in	the	United	States,	reduces	the	cost	and	time	involved	in	merchant	and	financial	institution	processing	of	checks	by	taking advantage	of	Visa's	efficient	electronic	payments	processing.

# Cash	Access

Our	customers	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	customers	cash	access	at	ATMs,	as	well	as	at	branches	of	our	participating	financial	institution	customers.	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.

# Prepaid

Our	prepaid	product	platform	enables	issuers	to	offer	products	that	access	a	designated	pool	of	funds,	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,	voucher replacement,	corporate	incentive,	insurance	reimbursement	and	government	benefits	cards.	Our	prepaid	cards	can	be	distributed	through	a	number	of channels,	including	financial	institution	branches,	Internet	sites,	merchants	and	employers.

# Commercial

Our	commercial	product	platforms	enable	multi-national,	large,	medium	and	small	companies	and	government	organizations	to	streamline	payment processes,	manage	information	and	their	supply	chain,	and	reduce	administrative	costs.	Our	commercial	platforms	include	Visa	Business	Credit,	Visa Business	Check	Card,	Visa	Business	Debit,	Visa	Signature	Business,	Visa	Business	Electron,	Visa	Corporate,	Visa	Purchasing,	Visa	Fleet,	Visa Distribution,	Visa	Commercial	One	Card	and	Visa	Commerce.

Large	and	Medium	Companies	and	Government	Organizations.	The	Visa	Corporate	product	platform	offers	payment	options	for	travel	and entertainment	charges,	including	cash	advances,	and	provides	detailed	transaction	data,	which	allows	companies	to	track	policy	compliance	and	supplier management.	Visa	Purchasing	provides	corporate	clients	with	a	payment	product	to	easily	acquire	the	goods	and	services	needed	to	conduct	their business	by	streamlining	time-	and	paper-intensive	purchase	order	and	invoice	processing,	and	by	providing	flexible	transaction	authorization	and verification	statements	for	each	cardholder.

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	and	has authorization	controls	that	are	similar	to	those	of	the	consumer	Visa	Electron	products	described	above.

Core	to	all	Visa	Commercial	payment	platforms	are	information	management,	reconciliation	and	reporting,	which	integrate	payment	data	into company	financial	systems.	Visa	Information	Management	is	a	web-based	tool	that	provides	access	to	a	suite	of	reporting	and	information	tools	in multiple	languages	to	companies	using	any	of	the	Visa	Commercial	platforms.

# Product	Platform	Innovation

We	invest	in	the	development	and	enhancement	of	payment	product	platforms	with	the	goal	of	increasing	the	migration	of	consumer	and	business spending	to	electronic	payments.	We	believe	that	innovation	results	in	more	secure	and	versatile	payment	program	options	for	customers,	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	contactless	payment	cards	and	devices,	mobile	payments,	chip	cards,	magnetic	stripe	and unembossed	card	enhancements,	and	money	transfer.

# Payments	Network	Management

We	devote	significant	resources	to	ensure	that	Visa	is	the	payments	network	of	choice	for	customers,	merchants	and	cardholders.	We	seek	to accomplish	this	by	promoting	our	brand	through	marketing	and	sponsorship	activities,	increasing	acceptance	of	Visa-branded	cards	around	the	world	and ensuring	that	the	system	operates	in	a	reliable	and	secure	manner	for	all	of	our	network	participants.

# Brand	Management	and	Promotion

We	engage	in	a	variety	of	activities	designed	to	maintain	and	enhance	the	value	of	our	brand.	Our	integrated	approach	to	brand	management	and promotion	combines	advertising,	sponsorships,	promotions	and	public	relations	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	their	business	profitably.	For	our	customers,	our	marketing	is designed	to	support	their	card	issuance,	activation	and	usage	efforts	while	complementing	and	enhancing	the	value	of	their	own	brands.	For	cardholders, we	work	to	ensure	that	Visa	is	a	symbol	of	security,	convenience	and	acceptance.	By	emphasizing	these	core	attributes	of	our	brand,	we	aim	to	reinforce the	recognition	that	Visa	is	"The	World's	Best	Way	to	Pay."

Advertising	plays	a	critical	role	in	building	brand	awareness	and	equity,	as	well	as	communicating	the	benefits	of	our	brand	and	Visa-branded payment	products.	Through	our	advertising	campaigns,	we	strive	to	provide	a	consistent,	recognizable	and	compelling	message	that	supports	our	brand positioning.	During	2006,	we	launched	our	"Life	Takes	Visa"	brand	campaign	in	the	United	States,	reinforcing	our	brand	promise	to	deliver	innovative products	and	services	that	empower	our	cardholders	to	experience	life	and	business	their	way	and	on	their	terms.	In	other	regions,	we	promote	these same	brand	messages	through	tailored	regional	and	country-specific	advertising	campaigns,	such	as	our	"All	It	Takes"	campaign	in	AP	and	our	"Porque La	Vida	es	Ahora"	("Because	Life	is	Now")	campaign	in	LAC.

We	establish	global	marketing	relationships	to	promote	the	Visa	brand	and	to	allow	customers	to	conduct	marketing	programs	in	conjunction	with major	sporting	and	entertainment	events.	Our	primary	global	sponsorship	platforms	are	the	Olympic	Games,	for	which	we	have	been	the	exclusive payment	card	sponsor	since	1986,	and	the	FIFA	World	Cup.	Through	these	marketing	relationships,	our	customers	may	develop	marketing	programs that	include	the	Visa	brand	and	mention	our	sponsorship	status.	In	addition,	we	engage	in	marketing	and	sponsorship	activities	around	other	national	and local	events	or	with	associations	and	companies	to	provide	customized	marketing	platforms	to	customers	in	certain	countries	and	regions.

Our	customer	and	business	partner	marketing	consulting	services	provide	customized	advice	and	support	to	improve	our	customers'	cardholder acquisition,	cardholder	retention	and	product	usage	efforts.	We	conduct	strategic	reviews	of	our	customers'	marketing	activities	and	portfolio management	practices,	help	them	develop	acquisition	and	retention	programs,	provide	training	on	industry	best	practices,	develop	marketing	for	new products,	conduct	market	segmentation	analysis	and	perform	other	consultative	services.

We	also	provide	marketing	support	to	our	customers	through	our	support	of	Visa	co-branded	and	affinity	card	programs.	Co-branded	cards	are payment	cards	bearing	the	brand	marks	of	an	issuer	and	a	marketing	partner,	usually	a	merchant,	while	affinity	cards	generally	bear	the	marks	or	logos of	charitable,	professional,	educational	or	civic	organizations.

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.

# Merchant	Acceptance	Initiatives

Merchants	play	a	vital	role	in	our	payments	network,	and	we	work	continuously	to	build	our	merchant	acceptance	and	enhance	our	relationships with	merchants	that	accept	Visa-branded	cards.

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.	In	the United	States,	for	example,	the	Visa	Small	Ticket	Payment	Service	provides	a	special	interchange	rate	category	and	No	Signature	Required	programs eliminate	the	requirement	for	a	cardholder	signature	for	certain	small-value	transactions	in	a	number	of	everyday	spend	categories,	including	quick- service	restaurants,	movie	theatres	and	public	transit.	Under	this	program,	the	merchant	will	be	protected	against	no	signature	chargebacks.	We	believe these	initiatives	have	resulted	in	a	faster	check-out	process,	a	reduction	in	merchants'	operating	expenses,	increased	merchant	acceptance	and	greater transaction	volume	in	these	categories.

We	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.

# Customer	Standards

Our	customers	are	generally	required	to	be	financial	institutions	or	other	deposit-taking	institutions	organized	under	local	banking	laws	or	wholly- owned	by	such	institutions.	Certain	of	our	customers	participate	in	the	full	range	of	functions	available	to	participants	in	the	Visa	network,	such	as soliciting	cardholders	and	issuing	cards,	soliciting	and	signing	merchants	and	acquiring	merchant	transactions.	These	financial	institutions	may	also sponsor	other	financial	institutions	for	more	limited	participation	in	our	network.

# Rulemaking	and	Enforcement

In	general,	our	customers	are	granted	licenses	to	use	our	brands	and	to	access	our	transaction	processing	systems.	Our	customers	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	govern	their	use	of	our	branded	programs	and	their	participation	in	our	transaction	processing	system.	Variations	on	such	rules	and	standards may	exist	throughout	the	world	in	order	to	meet	the	needs	of	specific	geographies.	We	require	our	customers	to	comply	with	these	rules,	which	relate	to such	matters	as	the	use	of	our	brands	and	trademarks,	the	standards,	design	and	features	of	payment	cards	and	programs,	merchant	acquiring	activities, including	acceptance	standards	applicable	to	merchants,	use	of	agents,	disputes	between	members,	risk	management,	guaranteed	settlement,	customer financial	failures	and	allocation	of	losses	among	customers.

We	establish	dispute	management	procedures	between	customers	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,	or	charge	back,	the	transaction	to	the	acquirer.	We	enforce	rules	relating	to	chargebacks	and	maintain	a	dispute resolution	process	with	respect	to	chargeback	disputes.

# Credit	Risk	Management

We	indemnify	our	customers	for	any	settlement	loss	suffered	due	to	the	failure	of	a	customer	to	fund	its	daily	settlement	obligations.	In	certain instances,	we	may	indemnify	customers	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	customers	fail	to	fund	their	settlement	obligations,	we	have	a	credit	risk	policy	with	a	formalized	set	of credit	standards	and	risk	control	measures.	Customers	with	significant	settlement	exposure	are	evaluated	regularly	to	assess	risk.	In	certain	instances, we	may	require	a	customer	to	post	collateral	or	provide	other	guarantees.	If	a	customer	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	customer'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	a	proprietary	model.	Key	inputs	to	the	model	include the	probability	of	customers	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	lost,	stolen	or	counterfeit	cards	or	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.	Fraud	is	also	more	likely	to	occur	in association	with	transactions	where	the	card	is	not	present	at	the	point	of	sale,	such	as	electronic	commerce,	or	e-commerce,	mail	order	and	telephone order	transactions.	Security	and	cardholder	authentication	for	these	remote	channels	are	particularly	critical	issues	facing	our	customers	and	merchants that	engage	in	these	forms	of	commerce,	where	a	signed	cardholder	sales	receipt	is	generally	unavailable.

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;	and	chip	and	PIN	programs	that	have	been	demonstrated	to	reduce	the incidence	of	certain	types	of	fraud	at	physical	point	of	sale	locations.	We	have	also	implemented	rules	that	require	the	use	of	more	secure	PIN	encryption standards	for	ATMs	and	point-of-sale	PIN	entry	devices	installed	after	2002	and	2003,	and	we	have	recently	mandated	that	all	PINs	transmitted	through VisaNet	to	the	issuer	be	encrypted	using	the	Triple	DES,	or	Data	Encryption	Standard,	by	July	1,	2010.

In	a	2006	cooperative	industry	effort,	we	co-founded	the	Payment	Card	Industry	(PCI)	Data	Security	Standards	Council,	an	independent	council that	established	security	standards	to	protect	cardholder	data	and	to	prevent	fraud.	In	late	2006,	we	introduced	a	PCI	compliance	program	with	both incentives	and	fines	targeted	at	our	largest	acquirers	in	order	to	improve	compliance	with	the	PCI	standards	by	our	largest	U.S.-based	merchants,	which we	refer	to	as	Level	I	and	Level	II	merchants.	The	initiative's	goal	is	to	eradicate	the	storage	of	prohibited	account	data,	such	as	magnetic	stripe	(also known	as	track	data),	CVV2	(the	three-digit	security	code	on	the	back	of	the	card)	and	PIN	data,	and	to	improve	PCI	compliance	among	this	group	of merchants.

# Interchange

Interchange	represents	a	transfer	of	value	between	the	financial	institutions	participating	in	an	open-loop	payments	network	such	as	ours.	On purchase	transactions,	interchange	fees	are	typically	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	fees	through	the	settlement	process,	we	generally	do	not	receive	any portion	of	the	interchange	fees.	Interchange	fees	are	often	the	largest	component	of	the	costs	that	acquirers	charge	merchants	in	connection	with	the acceptance	of	payment	cards.	We	believe	that	interchange	fees	are	an	important	driver	of	system	volume.

We	believe	the	default	interchange	rates	that	we	use	promote	the	efficient	operation	of	our	payments	network	by	enabling	both	the	issuer	and acquirer	to	understand	the	economics	of	a	given	transaction	before	entering	into	it,	and	by	eliminating	the	need	for	each	of	our	customers	to	negotiate 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	customers	and	us	by	promoting	the	overall	growth	of	our	payments	network	in	competition	with other	payment	card	systems	and	other	forms	of	payment,	and	creating	incentives	for	innovation,	enhanced	data	quality	and	security.

Interchange	fees	and	related	practices	also	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	the	United	States,	European	Union,	Australia,	Brazil,	Canada,	Colombia,	Germany,	Honduras, Hungary,	Mexico,	New	Zealand,	Norway,	Poland,	Portugal,	Romania,	Singapore,	South	Africa,	Spain,	Sweden,	Switzerland	and	the	United	Kingdom.	In certain	countries,	such	as	Australia	and	Mexico,	interchange	rates	have	been	adjusted	in	advance	of,	or	in	response	to,	government	regulation.	We	are currently	devoting	substantial	management	and	financial	resources	to	explain	the	importance	of	and	defend	interchange	fees	and	other	legal	and regulatory	challenges	we	face	relating	to	interchange	fees.	See	Item	1A—"Risk	Factors—Interchange	fees	are	subject	to	significant	legal	and	regulatory

scrutiny	worldwide,	which	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"	elsewhere	in	this	report.

Merchant	Discount	Rates.	Acquirers	generally	charge	merchants	a	fee	for	each	transaction,	called	a	"merchant	discount."	This	fee	would	typically cover	costs	they	incur	for	participation	in	four-party	payments	networks,	including	those	relating	to	interchange,	and	compensate	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	customers	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.

# 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	customers,	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.	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	AP	and	Discover	in	the	United	States.	In	certain	countries,	our	competitors	have	leading positions,	such	as	JCB	in	Japan	and	China	UnionPay	in	China,	which	is	the	sole	domestic	payment	processor	and	operates	the	sole	domestic 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,	such	as	STAR,	owned	by	First	Data	Corporation, PULSE,	owned	by	Discover,	NYCE,	owned	by	Metavante	Corporation,	and	others	in	the	United	States,	Interac	in	Canada,	and	EFTPOS	in	Australia.	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.	See	Item	8—Financial	Statements	and	Supplementary	Data	for	financial	information about	geographic	areas.

Some	of	our	major	competitors,	including	American	Express	and	Discover,	operate	closed-loop	systems.	Closed-loop	systems	can	benefit	from direct	access	to	consumer	and	merchant	information,	and	they	tend	to	have	greater	control	over	cardholder	service	than	do	operators	of	open-loop payments	networks,	like	Visa,	which	depend	on	their	financial	institution	customers	to	provide	products	and	services	directly	to	the	cardholder.	In	recent years,	the	major	closed-loop	systems,	American	Express	and	Discover,	have	begun	working	directly	with	issuing	and	acquiring	financial	institutions,	thus emulating	certain	aspects	of	the	open-loop	system,	including	setting	transfer	pricing.

In	addition,	we	compete	against	companies	that	are	developing	and	implementing	alternative	payments	networks.	Among	other	things,	these competitors	provide	Internet	currencies,	which	can	be	used	to	buy	and	sell	goods	online,	virtual	checking	programs,	which	permit	the	direct	debit	of consumer	checking	accounts	for	both	online	and	point-of-sale	transactions	and	services	that	support	payments	to	and	from	proprietary	accounts	for Internet,	mobile	commerce	and	other	applications.	A	number	of	these	new	entrants	rely	principally	on	the	Internet	to	support	their	services	and	may	enjoy lower	costs	than	we	do.	In	mobile	commerce,	we	also	face	competition	from	established	network	operators	that	may	be	in	a	position	to	enable	mobile devices	to	process	electronic	payments	or	transfer	money,	and	to	use	their	existing	billing	systems	to	process	these	payments	and	transfers	between their	customers	and	third	parties	without	our	involvement.

Our	Visa	Debit	Processing	Service	is	the	largest	provider	of	issuer	processing	services	for	United	States	issuers	of	Visa	debit,	prepaid	and	ATM products,	and	thus	also	competes	with	third	party	processors,	such	as	First	Data	Corporation	and	Total	System	Services,	Inc.,	also	known	as	TSYS.

We	believe	that	the	primary	factors	affecting	our	competitive	position	in	the	payments	industry	include:

•our	ability	to	maintain	the	quality	and	integrity	of	our	transaction	processing	systems;

•our	relationships	with	our	customers;

•our	relationships	with	merchants;

•the	impact	of	existing	litigation,	legislation	and	government	regulation;

•pricing	to	our	customers;

•the	impact	of	globalization	and	consolidation	of	financial	institutions	and	merchants;	and

•our	ability	to	develop	and	implement	new	payment	programs,	systems	and	technologies.

Litigation	has	and	may	continue	to	affect	our	ability	to	compete	in	the	global	payments	industry.	For	example,	as	a	result	of	the	June	2003 settlement	of	a	U.S.	merchant	lawsuit	against	Visa	U.S.A.	and	MasterCard,	merchants	may	choose	not	to	accept	U.S.-issued	Visa	debit	cards	in	the United	States	while	still	accepting	Visa-branded	credit	cards,	and	vice	versa.	In	addition,	following	the	final	judgment	in	our	Department	of	Justice litigation,	members	of	Visa	U.S.A.	may	issue	certain	payment	cards	that	compete	with	Visa-branded	cards,	such	as	American	Express	or	Discover,	while remaining	Visa	members.	Since	this	final	judgment,	several	members	of	Visa	U.S.A.,	including,	but	not	limited	to,	Bank	of	America,	Citibank,

HSBC/Metris,	U.S.A.A.,	Barclaycard	U.S.,	GE	Consumer	Finance,	Inc.,	First	Bank	&	Trust,	Central	National	Bank	&	Trust	and	Brenham	National	Bank, have	begun	to	issue,	or	have	announced	that	they	will	issue,	American	Express	or	Discover-branded	cards.	Outside	of	the	United	States,	our	customers have	historically	been	permitted	to	issue	American	Express	cards,	as	well	as	the	cards	of	other	competing	general	purpose	card	networks.

The	banking	industry	has	undergone	consolidation,	and,	based	on	current	economic	conditions,	we	have	seen	this	trend	accelerate.	We	expect this	trend	to	continue	in	the	future.	A	major	financial	institution	customer	may	be	acquired	by	an	institution	that	has	a	strong	relationship	with	a	competitor, resulting	in	a	substantial	loss	of	business.	Because	continued	consolidation	in	the	banking	industry	results	in	fewer	financial	institutions	of	increased	size, the	bargaining	power	of	the	remaining	financial	institutions	increases.

# Government	Regulation

Government	regulation	impacts	key	aspects	of	our	business.	We	are	subject	to	government	regulation	of	the	payments	industry	in	many	countries in	which	our	cards	are	used.	Our	customers	are	also	subject	to	numerous	regulations	applicable	to	banks	and	other	financial	institutions	in	the	United States	and	elsewhere,	and	as	a	consequence	our	business	is	affected	by	such	regulations.	In	recent	years	our	business	has	come	under	increasing regulatory	scrutiny.	In	particular,	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.

As	the	volume	of	card-based	payments	has	increased	in	recent	years,	interchange	fees,	including	our	default	interchange	rates,	have	become subject	to	increased	regulatory	scrutiny	worldwide.	We	believe	that	regulators	are	increasingly	adopting	a	similar	approach	to	interchange	fees,	and,	as	a result,	developments	in	any	one	jurisdiction	may	influence	regulatory	approaches	in	other	jurisdictions.	Interchange	fees	have	been	the	topic	of	recent committee	hearings	in	the	U.S.	House	of	Representatives	and	the	U.S.	Senate,	as	well	as	conferences	held	by	a	number	of	U.S.	Federal	Reserve	Banks. In	addition,	the	U.S.	House	of	Representatives	has	passed	a	bill	that	would	commission	a	study	by	the	Federal	Trade	Commission	of	the	role	of interchange	fees	in	alleged	price	gouging	at	gas	stations.	Individual	state	legislatures	in	the	United	States	are	also	reviewing	interchange	fees,	and legislators	in	a	number	of	states	have	proposed	bills	that	purport	to	limit	interchange	fees	or	merchant	discount	rates	or	to	prohibit	their	application	to portions	of	a	transaction.	In	addition,	the	Merchants	Payments	Coalition,	a	coalition	of	trade	associations	representing	businesses	that	accept	credit	and debit	cards,	is	mounting	a	challenge	to	interchange	fees	in	the	United	States	by	seeking	legislative	and	regulatory	intervention.

A	number	of	bills	that	would	affect	interchange	fees	were	introduced	in	both	the	U.S.	House	of	Representatives	and	the	U.S.	Senate	in	current Congress.	A	hearing	was	held	in	the	House	Judiciary	Committee	on	interchange	fees	and	a	bill	that	would	regulate	the	interchange	fee	process	passed the	House	Judiciary	Committee,	but,	to	date,	that	bill	has	not	been	considered	further.

Most	jurisdictions	in	which	we	and	our	customers	operate	have	implemented,	amended	or	have	pending	anti-money	laundering	regulations.	In 2002,	we	and	our	customers	became	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	our	payments	system	from	being	used 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	subject	to	regulations	imposed	by	the	U.S.	Treasury	Office	of	Foreign	Assets	Control,	or	OFAC.	OFAC	restricts	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.

In	recent	years,	a	number	of	regulations	relating	to	the	price	of	credit	and	directed	at	our	financial	institution	customers	have	been	implemented	in some	jurisdictions	in	which	our	cards	are	used.	In	the	United	States,	regulators	and	the	U.S.	Congress	have	increased	their	scrutiny	of	our	customers' 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,	and	one	regulation	under	that	Act	has	been	proposed,	but	is	yet	to	be	finalized.	The	proposed	regulation	pertains	to	risk-based pricing	and	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.	Other	proposed	regulations	would	change	the	substance	and	format	of	consumer	disclosures	made	by credit	card	issuers	and	limit	the	way	in	which	card	issuers	change	prices	on	credit	card	accounts,	allocate	payments	to	cardholder	balances	and	regulate other	aspects	of	credit	card	issuer	practices.	In	addition,	in	the	current	Congress,	legislation	on	credit	card	issuer	practices	has	passed	the	U.S.	House	of Representatives	and	other	legislation	on	credit	card	issuer	practices	has	been	introduced	in	the	U.S.	Senate.	Any	regulation	or	legislation	in	the	area	of credit	card	issuer	practices	or	disclosures	could	impact	our	customers'	ability	to	issue	cards	profitably	in	certain	segments	and	impact	our	payments volume	and	revenues.	See	Item	1A—"Risk	Factors—Interchange	fees	are	subject	to	significant	legal	and	regulatory	scrutiny	worldwide,	which	may	have a	material	adverse	impact	on	our	revenues,	our	prospects	for	future	growth	and	our	overall	business,"	and	"—The	payments	industry	is	the	subject	of increasing	global	regulatory	focus,	which	may	result	in	costly	new	compliance	burdens	being	imposed	on	us	and	our	customers	and	lead	to	increased costs	and	decreased	payments	volume	and	revenues."

We	and	our	customers	are	subject	to	regulations	related	to	privacy,	data	use	and	security	in	the	jurisdictions	in	which	we	do	business.	For	example, in	the	United	States,	our	customers	are	subject	to	the	banking	regulators'	information	safeguard	rules	and	we	are	subject	to	the	Federal	Trade Commission's	rules	under	the	Gramm-Leach-Bliley	Act.	These	rules	require	that	our	customers	and	we	develop,	implement	and	maintain	written, comprehensive	information	security	programs	containing	safeguards	that	are	appropriate	to	our	size	and	complexity,	the	nature	and	scope	of	our	activities and	the	sensitivity	of	any	customer	information	at	issue.	See	Item	1A—"Risk	Factors—Existing	and	proposed	regulation	in	the	areas	of	consumer	privacy and	data	use	and	security	could	decrease	the	number	of	payment	cards	issued,	our	payments	volume	and	revenues."

There	has	been	a	heightened	legislative	and	regulatory	focus	on	data	security	in	recent	years.	In	the	United	States,	a	number	of	bills	have	been introduced	in	Congress	and	there	have	been	several	Congressional	hearings	to	address	these	issues.	Congress	is	considering	data	security/data	breach legislation	which,	if	implemented,	could	affect	our	customers	and	us,	as	such	legislation	may	increase	our	customers'	and	our	costs	and	decrease	the number	of	cards	that	our	customers	issue.	In	addition,	a	number	of	U.S.	states	have	enacted	security	breach	legislation,	requiring	varying	levels	of consumer	notification	in	the	event	of	a	security	breach,	and	several	other	states	are	considering	similar	legislation.	See	Item	1A—"Risk	Factors—Existing and	proposed	regulation	in	the	areas	of	consumer	privacy	and	data	use	and	security	could	decrease	the	number	of	payment	cards	issued,	our	payments volume	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	or	to	displace	us	from,	prevent	us	from	entering	into,	or	substantially	restrict	us from	participating	in,	particular	geographies.	For	example,	our	customers	in	China	are	not	permitted	to	issue	cards	carrying	our	brands	for	domestic	use in	China.	Governments	in	certain	other	countries	have	considered	similar	restrictions	from	time	to	time.

Many	jurisdictions	in	which	our	customers	and	we	operate	are	considering,	or	are	expected	to	consider,	legislation	concerning	Internet	transactions, and	in	particular	with	regard	to	choice	of	law,	the	legality	of	certain	e-commerce	transactions,	the	collection	of	applicable	taxes	and	copyright	and trademark	infringement.	If	implemented,	these	initiatives	could	require	our	customers	and	us	to	monitor,	filter,	restrict	or	otherwise	oversee	various categories	of	payment	card	transactions	or	to	take	other	actions.	For	example,	draft	regulations	were	proposed	on	October	1,	2007	pursuant	to	recently enacted	U.S.	legislation	regarding	Internet	gambling,	which	will	require	our	customers	and	us	to	code	and	block	certain	types	of	Internet	gambling transactions.	Comments	on	these	draft	regulations	were	due	December	12,	2007	and	final	regulations	will	be	forthcoming	at	a	still	undetermined	date. Various	U.S.	regulatory	agencies	are	also	considering	additional	regulation	covering	capital	requirements,	privacy,	disclosure	rules,	security	and marketing,	which	could	impact	our	customers	and	us	directly.	Increases	in	fraud	or	other	illegal	activity	involving	our	cards	could	also	lead	to	regulatory intervention,	such	as	mandatory	card	re-issuance.

Certain	of	our	operations	in	the	United	States	are	periodically	reviewed	by	the	Federal	Financial	Institution	Examination	Council	to	ensure	our compliance	with	applicable	data	integrity	and	security	requirements,	as	well	as	other	requirements	applicable	to	us	as	a	result	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.	Additionally,	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	principals	for	"systematically	important	payment	systems."	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	customer	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	been	given	statutory	authority	to	regulate	certain	aspects	of	the	payments	systems	in those	countries.

# Concentration	of	Business

A	significant	portion	of	our	operating	revenues	are	concentrated	among	our	largest	customers.	Our	five	largest	customers	represented approximately	$1.6	billion,	or	26%	of	our	operating	revenues	during	fiscal	2008.	Our	customers	can	reassess	their	commitments	to	us	at	any	time	in	the future	and/or	develop	their	own	competitive	services.	Loss	of	business	from	any	of	our	largest	customers	could	have	a	material	adverse	effect	on	our business.	Also,	consolidations	within	the	financial	sector	may	have	the	effect	of	slowing	our	rate	of	revenue	growth	in	the	future	should	one	of	our customers	be	acquired	by	a	financial	institution	which	is	aligned	with	one	of	our	competitors.

# Working	Capital	Requirements

Payments	settlement	due	from	and	due	to	issuing	and	acquiring	customers	represents	our	most	consistent	liquidity	requirement,	arising	primarily from	the	payments	settlement	of	certain	credit	and	debit	transactions	and	the	timing	of	payments	settlement	between	financial	institution	customers	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	2008,	we	funded	average	daily	net	settlement	receivable	balances	of	$157	million,	with	the	highest	daily balance	being	$455	million.

# Seasonality

We	do	not	expect	to	experience	any	pronounced	seasonality	in	our	business.	No	individual	quarter	of	fiscal	2008	or	fiscal	2007	accounted	for	more than	30%	of	our	fiscal	2008	or	pro	forma	fiscal	2007	revenues.

# Employees

At	September	30,	2008,	we	employed	5,765	persons	worldwide.	We	consider	our	relationships	with	our	employees	to	be	good.

# Additional	Information	and	SEC	Reports

Our	Internet	address	is	http://www.visa.com.	On	our	investor	relations	website,	accessible	at	http://investor.visa.com,	we	make	available	free	of charge	our	annual	reports	on	Form	10-K,	our	quarterly	reports	on	Form	10-Q,	our	current	reports	on	Form	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

# Legal	and	Regulatory	Risks

# Interchange	fees	are	subject	to	significant	legal	and	regulatory	scrutiny	worldwide,	which	may	have	a	material	adverse	impact	on	our revenues,	our	prospects	for	future	growth	and	our	overall	business.

Interchange	represents	a	transfer	of	value	between	the	financial	institutions	participating	in	an	open-loop	payments	network	such	as	ours.	On purchase	transactions,	interchange	fees	are	typically	paid	to	issuers,	which	are	the	financial	institutions	that	issue	Visa	cards	to	cardholders,	by	acquirers, which	are	the	financial	institutions	that	offer	Visa	network	connectivity	and	payments	acceptance	services	to	merchants,	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	fees	through	the	settlement	process,	we generally	do	not	receive	any	portion	of	the	interchange	fees.	Interchange	fees	are	often	the	largest	component	of	the	costs	that	acquirers	charge merchants	in	connection	with	the	acceptance	of	payment	cards.	We	believe	that	interchange	fees	are	an	important	driver	of	system	volume.

As	the	volume	of	card-based	payments	has	increased	in	recent	years,	interchange	fees,	including	our	default	interchange	rates,	have	become subject	to	increased	regulatory	scrutiny	worldwide.	We	believe	that	regulators	are	increasingly	adopting	a	similar	approach	to	interchange	fees,	and,	as	a result,	developments	in	any	one	jurisdiction	may	influence	regulatory	approaches	in	other	jurisdictions.

Interchange	fees	have	been	the	topic	of	recent	committee	hearings	in	the	U.S.	House	of	Representatives	and	the	U.S.	Senate,	as	well	as conferences	held	by	a	number	of	U.S.	Federal	Reserve	Banks.	In	2008,	legislation	concerning	interchange,	entitled	the	"Credit	Card	Fair	Fee	Act	of 2008,"	was	introduced	in	the	U.S.	House	of	Representatives.	On	July	16,	2008,	the	House	Judiciary	Committee	held	a	mark	up	of	the	legislation	and	the Committee	ultimately	adopted	the	legislation	by	a	divided	vote	of	19-16.	At	this	point,	it	is	not	clear	whether	the	Credit	Card	Fair	Fee	Act	will	be considered	by	the	full	U.S.	House	of	Representatives.	In	its	current	iteration,	the	legislation	seeks	to	regulate	interchange	by	allowing	merchants	to collectively	seek	to	lower	their	interchange	costs	by	exempting	such	action	from	the	U.S.	antitrust	laws.	The	Credit	Card	Fair	Fee	Act	also	requires	the U.S.

Department	of	Justice,	or	DOJ,	to	oversee	collective	merchant	negotiations	with	the	Company	and	its	customer	financial	institutions	(and	separately	with MasterCard	and	its	customer	financial	institutions)	and	report	results	of	those	negotiations	back	to	the	U.S.	Congress.	Similar	legislation	to	the	Credit Card	Fair	Fee	Act	has	been	introduced	in	the	U.S.	Senate	Judiciary	Committee,	but	there	have	not	been	any	hearings	on,	or	further	movement	of,	such legislation.	Additional	interchange	legislation	also	has	been	introduced	in	the	House,	but	there	have	been	no	further	developments	with	respect	to	such legislation.	In	addition,	the	U.S.	House	of	Representatives	has	passed	a	bill	that	would	commission	a	study	by	the	Federal	Trade	Commission	of	the	role of	interchange	fees	in	alleged	price-gouging	at	gas	stations.	Individual	state	legislatures	in	the	United	States	are	also	reviewing	interchange	fees,	and legislators	in	a	number	of	states	have	proposed	bills	that	purport	to	limit	interchange	fees	or	merchant	discount	rates	or	to	prohibit	their	application	to portions	of	a	transaction.	In	addition,	the	Merchants	Payments	Coalition,	a	coalition	of	trade	associations	representing	businesses	that	accept	credit	and debit	cards,	is	mounting	a	challenge	to	interchange	fees	in	the	United	States	by	seeking	legislative	and	regulatory	intervention.	The	Committee	on	the Judiciary	of	the	House	of	Representatives	has	approved	legislation	supported	by	the	Merchants	Payment	Coalition	that	would	provide	antitrust	immunity to	permit	merchants	to	collectively	negotiate	with	Visa	and	the	banks	that	issue	and	acquire	Visa	cards.

Interchange	fees	and	related	practices	also	have	been	or	are	being	reviewed	by	regulatory	authorities	and/or	central	banks	in	a	number	of	other jurisdictions,	including	the	European	Union,	Australia,	Brazil,	Colombia,	Germany,	Honduras,	Hungary,	Mexico,	New	Zealand,	Norway,	Poland,	Portugal, Romania,	Singapore,	South	Africa,	Spain,	Sweden,	Switzerland,	the	United	Kingdom	and	Venezuela.	For	example:

•The	Reserve	Bank	of	Australia	has	made	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	fees	for	Visa	credit	and	debit	cards,	but	does	not	regulate	the merchant	discount	charged	by	any	payment	system,	including	competing	closed-loop	payments	systems.	In	2007,	the	RBA	commenced	a review	of	these	regulations	and	in	September	2008	released	its	Final	Conclusions.	These	indicate	that	the	RBA	is	considering	imposing additional	restrictions	that	could	further	reduce	the	domestic	interchange	fees	of	four-party	payments	systems	and/or	impose	additional regulatory	constraints	on	certain	Visa	practices,	such	as	Visa's	"honor	all	cards"	rule.

•	 New	Zealand's	competition	regulator,	the	Commerce	Commission,	filed	a	civil	claim	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.	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.

•In	March	2006,	Banco	de	México,	the	central	bank	of	Mexico,	reached	an	agreement	with	the	Mexican	Banks	Association	to	implement	a new,	value-based	interchange	methodology.	As	part	of	Banco	de	México's	transparency	policies,	details	of	the	new	interchange	rates	have been	publicly	disclosed	and	are	available	on	Banco	de	México's	website.

•In	December	2007,	the	European	Commission	adopted	a	decision	that	MasterCard's	multilateral	interchange	fees	for	cross-border	payment transactions	within	the	European	Economic	Area	violated	European	Community	Treaty	rules	on	restrictive	business	practices	and	must	be withdrawn	within	six	months.

Regulatory	actions	such	as	these,	even	if	not	directed	at	us	or	if	affecting	a	geographic	region	in	which	we	do	not	operate,	may	nonetheless increase	regulatory	scrutiny	of	interchange	fees.	If	we	cannot	successfully	defend	our	ability	to	set	default	interchange	rates	to	maximize	system	volume, our	payments	system	may	become	unattractive	to	issuers	and/or	acquirers.	This	result	could	reduce	the

number	of	financial	institutions	willing	to	participate	in	our	open-loop	multi-party	payments	system,	lower	overall	transaction	volumes	and/or	make	closed- loop	payments	systems	or	other	forms	of	payment	more	attractive.	Issuers	could	also	begin	to	charge	higher	fees	to	consumers,	thereby	making	our	card programs	less	desirable	and	reducing	our	transaction	volumes	and	profitability.	Acquirers	could	elect	to	charge	higher	merchant	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	or	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	material	adverse	impact	on	our	revenues,	operating	results,	prospects	for	future growth	and	overall	business.

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

Since	2005,	approximately	50	class	action	and	individual	complaints	have	been	filed	on	behalf	of	merchants	against	Visa	U.S.A.,	Visa	International, MasterCard	and	other	defendants,	including	certain	Visa	U.S.A.	member	financial	institutions,	which	we	refer	to	as	the	interchange	litigation.	Among	other antitrust	allegations,	the	plaintiffs	allege	that	Visa	U.S.A.'s	and	Visa	International'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	class	action complaints	have	been	consolidated	into	a	single	amended	class	action	complaint	and	the	individual	complaints	are	also	being	consolidated	in	the	same multidistrict	litigation.

The	plaintiffs	in	the	interchange	litigation	seek	damages	for	alleged	overcharges	in	merchant	discount	fees,	as	well	as	injunctive	and	other	relief. The	plaintiffs	have	not	yet	quantified	the	damages	they	seek,	although	several	of	the	complaints	allege	that	the	plaintiffs	expect	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	Visa U.S.A.	and/or	Visa	International	may	be	subject	to	joint	and	several	liability	among	the	defendants	if	liability	is	established,	which	could	significantly magnify	the	effect	of	any	adverse	judgment.	The	interchange	litigation	is	part	of	the	covered	litigation,	which	our	retrospective	responsibility	plan	is intended	to	address;	however,	the	retrospective	responsibility	plan	may	not	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	results	of	operations,	financial	condition	and	cash	flows,	or,	in	certain circumstances,	even	cause	us	to	become	insolvent.	In	addition,	even	if	our	direct	financial	exposure	were	covered	by	our	retrospective	responsibility	plan, 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	23—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	and	judgments	in	the	covered	litigation and	will	not	insulate	us	from	other	pending	or	future	litigation.

Our	retrospective	responsibility	plan	is	intended	to	address	monetary	liabilities	from	settlements	of,	or	final	judgments	in,	the	litigation	described	in Note	23—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	of,	or	judgments	in,	the	covered	litigation,	including	an	escrow	account	funded	with	a	portion	of	the	net	proceeds of	our	initial	public	offering	and	potential	follow-on	offerings	of	our	class	A	common	stock,	a	loss	sharing	agreement,	a	judgment	sharing	agreement	and 24

the	indemnification	obligation	of	Visa	U.S.A.	members	pursuant	to	Visa	U.S.A.'s	certificate	of	incorporation	and	bylaws	and	in	accordance	with	their membership	agreements.	These	mechanisms	are	unique	and	complex.	If	we	are	prevented	from	using	one	or	more	of	these	mechanisms	under	our retrospective	responsibility	plan,	we	could	have	difficulty	funding	the	payment	of	a	settlement	or	final	judgment	against	us	in	a	covered	litigation,	which could	have	a	material	adverse	effect	on	our	results	of	operations,	financial	condition	and	cash	flows,	or,	in	certain	circumstances,	even	cause	us	to become	insolvent.

Since	the	retrospective	responsibility	plan	was	implemented,	we	have	settled	the	lawsuits	brought	by	American	Express	and	Discover,	both	of which	are	part	of	the	covered	litigation.	The	American	Express	and	Discover	suits	each	alleged,	among	other	things,	that	Visa	U.S.A.	restrained competition	by	prohibiting	its	member	financial	institutions	from	issuing	certain	payment	cards	that	compete	with	Visa-branded	cards	(such	as	American Express	and	Discover)	and	that	each	was	thereby	injured.	We,	Visa	U.S.A.	and	Visa	International	entered	into	a	settlement	agreement	with	American Express	that	became	effective	on	November	9,	2007	and	is	being	funded	through	our	retrospective	responsibility	plan.	We,	Visa	U.S.A.,	Visa International,	and	MasterCard	International	executed	a	settlement	agreement	with	Discover	on	October	27,	2008	that	became	effective	on	November	4, 2008,	upon	approval	by	Visa's	class	B	shareholders.	The	settlement	will	be	funded	primarily	through	the	retrospective	responsibility	plan.	Visa	Inc.	will also	make	a	payment	related	to	a	separate	agreement	with	MasterCard	to	obtain	releases	from	claims	related	to	the	settlement	service	fee	litigation	and other	potential	claims.	See	Note	23—Legal	Matters	to	our	consolidated	financial	statements	included	in	Item	8	in	this	report.

The	retrospective	responsibility	plan	does	not	address	litigation	other	than	the	covered	litigation	that	we	currently	face,	including	state	court litigation	relating	to	interchange,	and	will	not	cover	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	is	designed	to	cover	only	the	potential	monetary	liability	from	settlements	of,	or	judgments	in,	the	covered	litigation. Settlements	and	judgments	in	covered	litigation	may	require	us	to	modify	the	way	we	do	business	in	the	future,	which	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,	or	judgments	in,	the	covered	litigation,	it	may	not	be	sufficient	to	insulate	us	from	all	potential	adverse consequences	of	settlements	of,	and	judgments	in,	the	covered	litigation.

If	the	settlements	of	Visa	U.S.A.'s	and	Visa	International's	currency	conversion	cases	are	not	ultimately	approved	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.	In	particular,	a	trial	judge	in	California	found	that	the	former	currency	conversion	practices	of	Visa U.S.A.	and	Visa	International	were	deceptive	under	California	state	law,	and	ordered	Visa	U.S.A.	and	Visa	International	to	require	their	members	to disclose	the	currency	conversion	process	to	cardholders	in	cardholder	agreements,	applications,	solicitations	and	monthly	billing	statements.	The	judge also	ordered	unspecified	restitution	to	credit	card	holders.	The	decision	was	reversed	on	appeal	on	the	ground	that	the	plaintiff	lacked	standing	to	pursue his	claims.	After	the	trial	court's	decision,	several	putative	class	actions	were	filed	in	California	state	courts	challenging	Visa	U.S.A.'s	and	Visa International's	currency	conversion	practices	for	credit	and	debit	cards.	A	number	of	putative	class	actions	relating	to	Visa	U.S.A.'s	and	Visa International's	former	currency	conversion	practices	were	also	filed	in	federal	court.	The	federal	actions	have	been	coordinated	or	consolidated	in	the U.S.

District	Court	for	the	Southern	District	of	New	York.	The	consolidated	complaint	alleges	that	the	former	currency	conversion	practices	of	Visa	U.S.A.	and Visa	International	violated	federal	antitrust	laws.

On	July	20,	2006	and	September	14,	2006,	Visa	U.S.A.	and	Visa	International	entered	into	agreements	settling	or	otherwise	disposing	of	the federal	and	state	actions	and	related	matters.	Pursuant	to	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	California	cases.	The	federal	court	has	granted preliminary	approval	of	the	settlement	agreements,	but	the	settlement	is	subject	to	final	approval	by	the	court	and	resolution	of	all	appeals.	If	final approval	of	the	settlement	agreements	is	not	granted,	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,	we	may	have	to	pay	restitution	and/or	damages,	and	may	be	required	to	modify	our currency	conversion	practices.	The	potential	amount	of	damages	and/or	restitution	could	be	substantial.	In	addition,	although	Visa	U.S.A.	and	Visa International	have	substantially	changed	the	practices	that	were	at	issue	in	these	litigations,	if	the	courts	require	further	changes	to	our	currency conversion	and	cross-border	transaction	practices,	it	could	materially	and	adversely	affect	our	business.	See	Note	23—Legal	Matters	to	our	consolidated financial	statements	included	in	Item	8	in	this	report.

If	we,	Visa	U.S.A.	or	Visa	International	is	found	liable	in	certain	other	lawsuits	that	have	been	brought	against	us	or	if	we	are	found	liable	in other	litigation	to	which	we	may	become	subject	in	the	future,	we	may	be	forced	to	pay	substantial	damages	and/or	change	our	business practices	or	pricing	structure,	any	of	which	could	have	a	material	adverse	effect	on	our	financial	condition,	revenues	and	profitability.

In	recent	years,	numerous	civil	actions	and	investigations	have	been	filed	or	initiated	against	a	competition,	antitrust,	consumer	protection	and	other laws.	These	actions	and	investigations	have	been	filed	or	initiated	by	a	variety	of	different	parties,	including	the	U.S.	Department	of	Justice,	state attorneys	general,	merchants,	consumers,	competing	card-issuing	companies	and	other	plaintiffs.	Examples	of	such	claims,	which	are	described	more fully	in	Note	23—Legal	Matters	to	our	consolidated	financial	statements	included	in	Item	8	in	this	report,	include	the	following:

•various	state	court	actions	based	on	a	federal	merchant	class	action	lawsuit	that	Visa	U.S.A.	settled	in	2003,	alleging	unlawful	"tying"	of	credit and	debit	card	services,	attempted	monopolization	and	other	state	law	competition	claims;

•a	case	brought	by	the	European	Commission	against	Visa	International	and	Visa	Europe	alleging	a	breach	of	European	competition	law related	to	a	Visa	membership	rule;

•two	state	unfair	competition	law	claims,	one	against	Visa	U.S.A.	and	Visa	International	based	in	part	on	Visa	U.S.A.'s	past	practice	of prohibiting	member	financial	institutions	from	issuing	certain	competing	payment	cards,	and	another	against	Visa	U.S.A.	and	Visa International	alleging	failure	to	inform	cardholders	of	a	security	breach	in	a	timely	manner;

•a	promissory	estoppel	and	misrepresentation	claim	against	Visa	U.S.A.	and	Visa	International	regarding	deferment	of	a	deadline	for laboratory	certification	of	ATM	devices	meeting	heightened	data	encryption	standards;

•a	trademark	infringement	claim	against	Visa	International	in	Venezuela	in	connection	with	the	Visa	Vale	product;

•a	patent	infringement	claim	against	Visa	U.S.A.	regarding	prepaid	card	products;

•three	civil	investigative	demands	issued	by	the	Antitrust	Division	of	the	DOJ	to	Visa	U.S.A.,	concerning	(i)	Visa	U.S.A.'s	agreements	with financial	institutions	that	issue	Visa	debit	cards,	(ii)	termination	and	waiver	provisions	in	certain	Visa	U.S.A.	issuer	agreements,	and	(iii)

certain	Visa	U.S.A.	rules	relating	to	merchant	acceptance	practices;	and

•a	putative	class	action	against	Visa	U.S.A.	claiming	unjust	enrichment	and/or	intentional	misrepresentation	in	connection	with	alleged	fees assessed	on	the	state	tax	portion	of	sales	transactions.

Private	plaintiffs	often	seek	class	action	certification	in	cases	against	us,	particularly	in	cases	involving	merchants	and	consumers,	due	to	the	size and	scope	of	our	business	and	the	large	number	of	parties	that	are	involved	in	our	payment	system.	Although	our	retrospective	responsibility	plan	is intended	to	address	potential	monetary	liabilities	arising	from	the	covered	litigation	as	described	in	Note	5—Retrospective	Responsibility	Plan	and	Note 23—Legal	Matters	to	our	consolidated	financial	statements	included	in	Item	8	in	this	report,	the	plan	does	not	cover	other	litigation	that	we	currently	face, and	will	not	cover	litigation,	including	state	court	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.	We	cannot	predict whether	or	to	what	extent	we	will	be	subject	to	litigation	liability	that	is	not	covered	by	our	retrospective	responsibility	plan.	If	we	are	unsuccessful	in	our defense	against	any	of	the	proceedings	described	above	or	in	any	future	proceedings,	we	may	be	forced	to	pay	substantial	damages	and/or	change	our business	practices	or	our	pricing	structure,	any	of	which	could	have	a	material	adverse	effect	on	our	revenues,	operating	results,	prospects	for	future growth	and	overall	business.

We	have	received,	and	we	may	in	the	future	receive,	notices	or	inquiries	from	other	companies	suggesting	that	we	may	be	infringing	a	pre-existing patent	or	that	we	need	to	license	use	of	their	patents	to	avoid	infringement.	Such	notices	may,	among	other	things,	threaten	litigation	against	us.	Holders of	patents	may	pursue	claims	against	us	in	the	future	if	they	believe	their	patents	are	being	infringed	by	our	product	or	service	offerings.	Based	on	our experience	with	such	claims	to	date,	we	do	not	believe	that	any	such	claims	would	prevent	us	from	continuing	to	operate	our	payments	system	or	market any	of	our	significant	core	products	and	services	in	substantially	the	same	or	equivalent	manner	as	we	have	to	date.

# Limitations	on	our	business	and	other	penalties	resulting	from	litigation	or	litigation	settlements	may	materially	and	adversely	affect	our revenues	and	profitability.

Certain	limitations	have	been	placed	on	our	business	in	recent	years	as	a	result	of	litigation	and	litigation	settlements.	For	example,	as	a	result	of the	June	2003	settlement	of	a	U.S.	merchant	lawsuit	against	Visa	U.S.A.,	merchants	are	able	to	reject	Visa	consumer	debit	cards	in	the	United	States while	still	accepting	other	Visa-branded	cards,	and	vice	versa.	In	addition,	following	the	final	judgment	entered	in	the	litigation,	the	DOJ	brought	against Visa	U.S.A.	and	Visa	International	in	1998,	as	of	October	2004,	members	of	Visa	U.S.A.	may	issue	certain	competing	payment	cards.	Since	this	final judgment,	several	members	of	Visa	U.S.A.	have	begun	to	issue,	or	have	announced	that	they	will	issue,	American	Express	or	Discover-branded	cards. See	Note	23—Legal	Matters	to	our	consolidated	financial	statements	included	in	Item	8	of	this	report.

In	addition,	pursuant	to	a	court	order,	certain	Visa	U.S.A.	debit	issuers	may	be	able	to	terminate	some	parts	of	their	agreements	with	us.	Visa U.S.A.'s	bylaws	provided	that	a	settlement	service	fee	was	to	be	paid	by	certain	Visa	U.S.A.	members	that	shifted	a	substantial	portion	of	their	offline debit	card	volume	to	another	debit	brand	unless	that	shift	was	to	the	American	Express	or	Discover	brands.	In	June	2007,	a	federal	court	ruled	that	the settlement	service	fee	violated	the	final	judgment	entered	in	the	case	the	DOJ	brought	against	Visa	U.S.A.,	Visa	International	and	MasterCard	in	1998. See	Note	23—Legal	Matters	to	our	consolidated	financial	statements	included	in	Item	8	of	this	report.	As	a	remedy,	the	court	ordered	Visa	U.S.A.	to repeal	the	settlement	service	fee	bylaw.	Further,	any	Visa	U.S.A.	debit	issuer	subject	to	the	settlement	service	fee	prior	to	its	repeal	that	entered	into	an agreement	with	Visa	U.S.A.	that	includes	offline	debit	issuance	on	or	after	June	20,	2003,	is	now	permitted	to	terminate	that	agreement,	provided	that	the issuer	has	entered	into	an	agreement	to	issue

MasterCard-branded	debit	cards	and	has	repaid	to	Visa	U.S.A.	any	unearned	benefits	or	financial	incentives	under	its	Visa	U.S.A.	agreement.	The settlement	service	fee	bylaw	was	rescinded	as	of	the	effective	date	of	the	order.	See	Note	23—Legal	Matters	to	our	consolidated	financial	statements included	in	Item	8	in	this	report.

The	developments	discussed	above	and	any	future	limitations	on	our	business	resulting	from	settlements	of,	or	judgments	in,	pending	or	potential 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.

# If	we	are	partially	or	wholly	unable	to	realize	the	benefit	of	our	deferred	tax	assets	related	to	our	litigation	expenses	incurred	in	connection with	the	covered	litigation,	our	financial	results	and	cash	flows	may	be	materially	and	adversely	affected.

Our	fiscal	2008	statement	of	operations	reflects	a	litigation	provision	of	$1.5	billion	including	an	additional	provision	of	$1.1	billion	related	to settlement	of	the	Discover	litigation	and	management's	liability	estimate	for	other	matters	under	the	guidelines	of	SFAS	No.	5.	For	tax	purposes,	the deduction	related	to	these	matters	is	deferred	until	the	payments	are	made	and	thus	the	Company	established	deferred	tax	assets	of	$857	million	at September	30,	2008	related	to	these	and	other	litigation	payments,	which	is	net	of	a	reserve	to	reflect	our	best	estimate	of	the	amount	of	the	benefit	to	be realized.	Although	we	believe	that	the	estimates	and	judgments	we	made	in	establishing	our	deferred	tax	asset	and	related	reserves	are	reasonable, some	or	all	of	these	judgments	are	subject	to	review	by	the	taxing	authorities.	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.

# The	payments	industry	is	the	subject	of	increasing	global	regulatory	focus,	which	may	result	in	costly	new	compliance	burdens	being imposed	on	us	and	our	customers	and	lead	to	increased	costs	and	decreased	payments	volume	and	revenues.

We	and	our	customers	are	subject	to	regulations	that	affect	the	payments	industry	in	many	countries	in	which	our	cards	are	used.	Regulation	of	the payments	industry	has	increased	significantly	in	recent	years.	Examples	of	such	regulation	include:

•	 Anti-Money	Laundering	Regulation.	Most	jurisdictions	in	which	we	and	our	customers	operate	have	implemented,	amended	or	have	pending anti-money	laundering	regulations,	such	as	the	U.S.A.	PATRIOT	Act,	which	requires	the	creation	and	implementation	of	comprehensive	anti- money	laundering	programs.

•	 U.S.	Treasury	Office	of	Foreign	Assets	Control	Regulation. 	Visa	U.S.A.	and	Visa	International	are	subject	to	regulations	imposed	by	the	U.S. Treasury	Office	of	Foreign	Assets	Control,	or	OFAC.	OFAC	restricts	financial	dealings	with	Cuba,	Iran,	Myanmar	and	Sudan,	as	well	as financial	dealings	with	certain	restricted	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	system	may	be	used for	transactions	in	or	involving	countries	or	parties	subject	to	OFAC-administered	sanctions.

•	 Regulation	of	the	Price	of	Credit .	In	recent	years,	legislation,	regulations	or	other	legal	requirements	affecting	credit	cards	have	been	adopted in	a	number	of	the	jurisdictions	in	which	our	cards	are	used.	For	example,	in	the	United	States,	Congress	and	the	federal

banking	agencies	have	increased	their	scrutiny	of	the	disclosure	and	billing	practices	of	credit	card	issuers.	The	Federal	Reserve	Board	has proposed	significant	changes	to	Regulation	AA	and	Z,	under	the	Federal	Truth	in	Lending	Act,	which,	if	implemented,	could	have	a significant	affect	on	the	advertising,	disclosure	and	billing	practices	of	card	issuers.	Proposed	or	other	changes	to	the	laws	and	or	regulations affecting	credit	card	operations	and	pricing	could	increase	the	costs	of	card	issuance	and/or	decrease	the	flexibility	of	card	issuers	to	charge interest	rates	and	fees	on	credit	card	accounts.	Any	such	unfavorable	regulation	of	the	practices	of	card	issuers	could	result	in	a	decrease	in our	payments	volume	and	revenues.

•	 Regulation	of	Internet	Transactions.	Many	jurisdictions	in	which	we	and	our	customers	operate	are	considering,	or	are	expected	to	consider, legislation	concerning	Internet	transactions,	and	in	particular	with	regard	to	choice	of	law,	the	legality	of	certain	e-commerce	transactions,	the collection	of	applicable	taxes	and	copyright	and	trademark	infringement.	Such	legislation	may	make	it	less	desirable	or	more	costly	to complete	Internet	transactions	using	our	cards.

•	 Safety	and	Soundness	Regulation. In	recent	years,	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,	which	may	make	becoming	an	issuer	of	our	cards	less	attractive.

Increased	regulatory	focus	in	connection	with	the	matters	discussed	above	may	increase	our	costs,	which	could	materially	and	adversely	affect	our financial	performance.	Similarly,	increased	regulatory	focus	on	our	customers	may	cause	a	reduction	in	payments	volume,	which	could	materially adversely	affect	our	revenues,	operating	results,	prospects	for	future	growth	and	overall	business.

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

We	and	our	customers	are	subject	to	regulations	related	to	privacy	and	data	use	and	security	in	the	jurisdictions	in	which	we	do	business,	and	we could	be	adversely	affected	by	these	regulations.	For	example,	in	the	United	States,	we	and	our	customers	are	subject	to	the	banking	regulators' information	safeguard	rules	and	the	Federal	Trade	Commission's	rules	under	the	Gramm-Leach-Bliley	Act.	The	rules	require	that	we	and	our	customers develop,	implement	and	maintain	written,	comprehensive	information	security	programs	containing	safeguards	that	are	appropriate	to	our	size	and complexity,	the	nature	and	scope	of	our	activities,	and	the	sensitivity	of	any	customer	information	at	issue.

In	recent	years,	there	has	been	heightened	legislative	and	regulatory	focus	on	data	security,	including	requiring	consumer	notification	in	the	event of	a	data	breach.	In	the	United	States,	a	number	of	bills	have	been	introduced	in	Congress	and	there	have	been	several	Congressional	hearings	to address	these	issues.	Congress	is	considering	data	security/data	breach	legislation	which,	if	implemented,	could	affect	our	customers	and	us.	In	addition, a	number	of	U.S.	states	have	enacted	security	breach	legislation	requiring	varying	levels	of	consumer	notification	in	the	event	of	a	security	breach,	and several	other	states	are	considering	similar	legislation.

Regulation	of	privacy,	data	use	and	security	may	materially	increase	our	costs	and	our	customers'	costs	and	may	decrease	the	number	of	our	cards that	our	customers	issue,	which	could	materially	and	adversely	affect	our	profitability.	Our	failure,	or	the	failure	of	our	customers,	to	comply	with	the privacy	and	data	use	and	security	laws	and	regulations	to	which	we	are	subject	could	result	in	fines,	sanctions	and	damage	to	our	global	reputation	and our	brand.

# Government	actions	may	prevent	us	from	competing	effectively	against	providers	of	domestic	payments	services	in	certain	countries,	which could	adversely	affect	our	ability	to	maintain	or	increase	our	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	or	to	displace	us	from,	prevent	us	from	entering	into,	or	substantially	restrict	us from	participating	in,	particular	geographies.	For	example,	our	customers	in	China	are	not	permitted	to	issue	our	cards	for	domestic	use	in	China. Governments	in	certain	other	countries	have	considered	similar	restrictions	from	time	to	time.	Our	efforts	to	effect	change	in	countries	where	our	access to	the	domestic	payments	segment	is	limited	may	not	be	successful,	which	could	adversely	affect	our	ability	to	maintain	or	increase	our	revenues	and extend	our	global	brand.

# If	government	regulators	determine	that	we	are	a	systemically	important	payments	system,	we	may	have	to	change	our	settlement	procedures or	other	operations,	which	could	make	it	more	costly	to	operate	our	business	and	reduce	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,	including	new	settlement	procedures	or	other	operational	rules	to	address	credit	and operational	risks	or	new	criteria	for	member	participation	and	merchant	access	to	our	payments	system.	Any	of	these	developments	could	make	it	more costly	to	operate	our	business.

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

Under	our	framework	agreement	with	Visa	Europe,	we	are	required	to	indemnify	Visa	Europe	for	losses	resulting	from	any	claims	in	the	United States	or	anywhere	else	outside	of	Visa	Europe's	region	arising	from	our	or	their	activities	that	relate	to	our	payments	business	or	the	payments	business of	Visa	Europe.	This	obligation	applies	whether	or	not	we	or	any	of	our	related	parties	or	agents	participated	in	the	actions	that	gave	rise	to	such	claims. Such	an	obligation	could	expose	us	to	significant	liabilities	for	activities	over	which	we	have	little	or	no	control.	These	liabilities	would	not	be	covered	by our	retrospective	responsibility	plan.

# Business	Risks

# We	face	intense	competitive	pressure	on	customer	pricing,	which	may	materially	and	adversely	affect	our	revenues	and	profitability.

We	generate	revenues	from	fees	we	charge	our	customers	that	are	based	on	payments	volume,	transaction	messages	processed	and	various other	services	we	provide.	In	order	to	increase	payments	volume,	enter	new	market	segments	and	expand	our	card	base,	we	offer	incentives	to customers,	such	as	up-front	cash	payments,	fee	discounts,	credits,	performance-based	growth	incentives,	marketing	support	payments	and	other support,	such	as	marketing	consulting	and	market	research	studies.	Over	the	past	several	years,	we	have	increased	our	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.	Such	pricing	pressure	may	make	the	provision	of	certain	products	and	services	less	profitable	or	unprofitable	and	materially	and adversely	affect	our	operating	revenues	and	profitability.	To	the	extent	that	we	continue	to	increase	incentives	to	our	customers,	we

will	need	to	further	increase	payments	volume	or	the	amount	of	services	we	provide	in	order	to	benefit	incrementally	from	such	arrangements	and	to increase	revenues	and	profit,	and	we	may	not	be	successful	in	doing	so.	In	addition,	we	enter	into	long-term	contracts	with	certain	customers,	and continued	pressure	on	fees	could	prevent	us	from	entering	into	such	agreements	in	the	future	on	terms	that	we	consider	favorable	or	may	require	us	to modify	existing	agreements	in	order	to	maintain	relationships.	Increased	pricing	pressure	also	enhances	the	importance	of	cost	containment	and productivity	initiatives	in	areas	other	than	those	relating	to	customer	incentives,	and	we	may	not	succeed	in	these	efforts.

# Our	operating	results	may	suffer	because	of	intense	competition	in	the	global	payments	industry.

The	global	payments	industry	is	intensely	competitive.	Our	payment	programs	compete	against	all	forms	of	payment,	including	cash,	checks	and electronic	transactions	such	as	wire	transfers	and	automated	clearing	house	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,	may	offer	a	wider	range	of	programs	and services	than	we	offer,	may	use	more	effective	advertising	and	marketing	strategies	to	achieve	broader	brand	recognition	or	merchant	acceptance	than we	have	or	may	develop	better	security	solutions	or	more	favorable	pricing	arrangements.	Our	competitors	may	also	introduce	more	innovative	programs and	services	than	ours.

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,	without	involving	intermediaries.	These	competitors	seek	to derive	competitive	advantages	from	their	business	models.	For	example,	operators	of	closed-loop	payments	systems	tend	to	have	greater	control	over consumer	and	merchant	customer	service	than	operators	of	open-loop	multi-party	payments	systems	such	as	ours,	in	which	we	must	rely	on	our	issuing and	acquiring	financial	institution	customers.	In	addition,	these	competitors	have	not	attracted	the	same	level	of	legal	or	regulatory	scrutiny	of	their	pricing and	business	practices	as	have	operators	of	open-loop	multi-party	payments	systems	such	as	ours.

We	also	expect	that	there	may	be	changes	in	the	competitive	landscape	in	the	future,	including:

•	 Competitors,	customers	and	other	industry	participants	may	develop	products	that	compete	with	or	replace	value-added	services	we	currently provide	to	support	our	transaction	processing.	For	example,	in	recent	years	some	of	our	competitors	and	members	have	begun	to	compete with	our	currency	conversion	services	by	providing	dynamic	currency	conversion	services.	Dynamic	currency	conversion	is	a	service	offered or	facilitated	by	a	merchant	or	processor	that	allows	a	cardholder	to	choose	to	have	a	transaction	converted	from	the	merchant's	currency into	the	cardholder's	billing	currency	at	the	point	of	sale	in	real-time,	thereby	bypassing	our	currency	conversion	processes.	Dynamic	currency conversion	services	could,	if	significant	numbers	of	cardholders	choose	to	use	them,	replace	our	own	currency	conversion	processing services	or	could	force	us	to	change	our	pricing	or	practices	for	these	services.	If	we	process	fewer	transactions	or	are	forced	to	change	our pricing	or	practices	for	our	currency	conversion	processing	because	of	competing	dynamic	currency	conversion	services	or	otherwise,	our revenues	may	be	materially	and	adversely	affected.

•	 Parties	that	process	our	transactions	in	certain	countries	may	try	to	eliminate	our	position	in	the	payments	value	chain.	For	example,

merchants	could	process	transactions	directly	with	issuers,	or	processors	could	process	transactions	directly	between	issuers	and	acquirers.

•	 Participants	in	the	payments	industry	may	merge,	create	joint	ventures	or	form	other	business	combinations	that	may	strengthen	their existing	business	propositions	or	create	new	payment	services	that	compete	with	our	services.

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

Our	failure	to	compete	effectively	against	any	of	the	foregoing	competitive	threats,	could	materially	and	adversely	affect	our	revenues,	operating results,	prospects	for	future	growth	and	overall	business.

# Our	operating	revenues	would	decline	significantly	if	we	lost	one	or	more	of	our	largest	customers,	which	could	have	a	material	adverse impact	on	our	business.

A	significant	portion	of	our	operating	revenues	are	concentrated	among	our	largest	customers.	Our	operating	revenues	from	our	five	largest customers	represented	approximately	$1.6	billion,	or	26%,	of	our	operating	revenue	for	fiscal	2008	and	$1.2	billion,	or	23%,	and	$938	million,	or	24%,	of our	pro	forma	operating	revenues	for	fiscal	2007	and	fiscal	2006,	respectively.	In	addition,	our	largest	customer,	JPMorgan	Chase,	accounted	for	$501 million,	or	8%,	of	our	operating	revenue	for	fiscal	2008,	and	$454	million,	or	9%,	and	$408	million,	or	10%,	of	our	pro	forma	operating	revenues	for	fiscal 2007	and	2006,	respectively.	Most	of	our	larger	customer	relationships	(including	our	customer	relationships	with	JPMorgan	Chase	and	Bank	of	America) are	not	exclusive	and	in	certain	circumstances	(including,	in	some	cases,	on	relatively	short	notice)	may	be	terminated	by	our	customers.	Our	customers can	reassess	their	commitments	to	us	at	any	time	in	the	future	and/or	develop	their	own	competitive	services.	Loss	of	business	from	any	of	our	largest customers	could	have	a	material	adverse	effect	on	our	business.

# Consolidation	of	the	banking	industry	could	result	in	our	losing	business	and	may	create	pressure	on	the	fees	we	charge	our	customers, which	may	materially	and	adversely	affect	our	revenues	and	profitability.

Over	the	last	several	years,	the	banking	industry	has	undergone	substantial	consolidation,	and,	based	on	current	economic	conditions,	we	have seen	this	trend	accelerate.	We	expect	this	trend	to	continue	in	the	future.	Significant	ongoing	consolidation	in	the	banking	industry	may	result	in	one	of our	largest	customers	being	acquired	by	an	institution	that	has	a	strong	relationship	with	a	competitor,	resulting	in	a	substantial	loss	of	business.	In addition,	one	or	more	of	our	customers	could	seek	to	merge	with	or	acquire	one	of	our	competitors,	and	any	such	transaction	could	have	a	material adverse	effect	on	our	business	and	prospects.	Examples	of	recent	consolidations	involve	financial	institutions	with	substantial	Visa	card	portfolios:	the acquisition	of	assets	of	Washington	Mutual	Bank	by	JP	Morgan	Chase,	and	Wachovia's	plans	to	merge	with	Wells	Fargo.

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

# Merchants	are	pursuing	litigation	and	supporting	regulatory	proceedings	relating	to	the	costs	associated	with	payment	card	acceptance	and are	negotiating	incentive	arrangements,	including	pricing	discounts,	all	of	which	may	increase	our	costs	and	materially	and	adversely	affect our	profitability.

We	rely	in	part	on	merchants	and	their	relationships	with	our	customers	to	maintain	and	expand	the	acceptance	of	our	payment	cards.	We	believe that	consolidation	in	the	retail	industry	is	producing	a	set	of	larger	merchants	that	are	having	a	significant	impact	on	all	participants	in	the	global payments	industry.	For	instance,	some	large	merchants	are	bringing	lawsuits	against	us	with	regard	to,	or	advocating	regulation	of,	interchange	fees, which	may	represent	a	significant	cost	that	merchants	pay	to	accept	payment	cards.	The	emphasis	merchants	are	placing	on	the	costs	associated	with payment	card	acceptance	may	lead	to	additional	regulation	and	litigation,	which	would	not	be	covered	by	our	retrospective	responsibility	plan	and	which could	impair	our	revenues,	operating	results,	prospects	for	future	growth	and	overall	business.

We,	along	with	our	customers,	negotiate	pricing	discounts	and	other	incentive	arrangements	with	certain	large	merchants	to	increase	acceptance	of our	payment	cards.	If	merchants	continue	to	consolidate,	we	and	our	customers	may	have	to	increase	the	incentives	provided	to	certain	larger merchants,	which	could	materially	and	adversely	affect	our	revenues,	operating	results,	prospects	for	future	growth	and	overall	business.

# Certain	financial	institutions	have	exclusive,	or	near	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	long-standing	exclusive,	or	near	exclusive,	relationships	with	our	competitors	to	issue	payment	cards,	and	these relationships	may	make	it	difficult	or	cost-prohibitive	for	us	to	do	material	amounts	of	business	with	them	in	order	to	increase	our	revenues.	In	addition, these	financial	institutions	may	be	more	successful	and	may	grow	faster	than	the	financial	institutions	that	primarily	issue	our	cards,	which	could	put	us	at a	competitive	disadvantage.

We	depend	significantly	on	our	relationships	with	our	customers	and	other	third	parties	to	deliver	services	and	manage	our	payments	system. As	a	result,	our	success	and	reputation	are	significantly	dependent	on	the	success	of	our	customers	and	the	quality	of	the	services	they provide.	If	we	are	unable	to	maintain	those	relationships,	or	if	third	parties	on	which	we	depend	fail	to	deliver	services	on	our	behalf,	our business	may	be	materially	and	adversely	affected.

We	are,	and	will	continue	to	be,	significantly	dependent	on	relationships	with	our	customers	and	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	applicable)	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	that	merchants	are	charged	for	card	acceptance,	which	are responsibilities	of	acquirers.	As	a	result,	the	success	of	our	business	significantly	depends	on	the	continued	success	and	competitiveness	of	our customers	and	the	strength	of	our	relationships	with	them.

Outside	of	the	United	States	and	certain	other	countries,	most	domestic	(as	opposed	to	cross-border)	transactions	conducted	using	our	payment cards	are	authorized,	cleared	and	settled	by	our	customers	or	other	processors	without	involving	our	processing	systems.	Because	we	do	not	provide domestic	transaction	processing	services	in	these	countries,	do	not	generally	have	direct	relationships	with	merchants	and	never	have	direct	relationships with	cardholders,	we	depend	on	our	close	working	relationships	with	our	customers	to	effectively	manage	the	processing	of	transactions	involving	our 33

cards.	Our	inability	to	control	the	end-to-end	processing	on	cards	carrying	our	brands	in	many	countries	may	put	us	at	a	competitive	disadvantage	by limiting	our	ability	to	ensure	the	quality	of	the	services	supporting	our	brand.

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

# Our	brands	and	reputation	are	key	assets	of	our	business	and	may	be	affected	by	how	we	are	perceived	in	the	marketplace.

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	is	highly	dependent	upon	the	external	perceptions	of	our	company	and	our	industry.	Our	business	may	be	affected	by	actions	taken	by our	customers	that	impact	the	perception	of	our	brands.	From	time	to	time,	our	customers	may	take	actions	that	we	do	not	believe	to	be	in	the	best interests	of	our	brands,	such	as	creditor	practices	that	may	be	viewed	as	"predatory,"	which	may	materially	and	adversely	impact	our	business.	Adverse developments	with	respect	to	our	industry	may	also,	by	association,	impair	our	reputation,	or	result	in	greater	regulatory	or	legislative	scrutiny.

# Global	economic,	political	and	other	conditions	may	adversely	affect	trends	in	consumer	spending	and	cross-border	travel,	which	may materially	and	adversely	impact	our	revenues,	operating	results,	prospects	for	future	growth	and	overall	business.

The	global	payments	industry	depends	heavily	upon	the	overall	level	of	consumer,	business	and	government	spending.	For	example,	a	sustained deterioration	in	general	economic	conditions,	particularly	in	the	United	States	and	the	Asia-Pacific	region,	where	approximately	59%	and	17%, respectively,	of	our	operating	revenues	were	generated	in	fiscal	2008,	and	66%	and	14%,	respectively,	of	our	pro	forma	revenues	were	generated	for fiscal	2007	and,	71%	and	12%,	respectively,	of	our	pro	forma	revenues	were	generated	for	fiscal	2006,	or	increases	in	interest	rates	in	key	countries	in which	we	operate,	may	adversely	affect	our	financial	performance	by	reducing	the	number	or	average	purchase	amount	of	transactions	involving payment	cards	carrying	our	brands.	In	addition,	the	current	economic	environment	could	lead	some	customers	to	curtail	or	postpone	near-term investments	in	growing	their	card	portfolios,	limit	credit	lines,	or	take	other	actions	which	impact	adversely	the	growth	of	our	volume	and	revenue	streams from	these	customers.	A	significant	portion	of	the	revenues	we	earn	outside	the	United	States	results	from	cross-border	business	and	leisure	travel, which	may	be	adversely	affected	by	world	geopolitical,	economic	and	other	conditions,	including	the	threat	of	terrorism	and	outbreak	of	diseases,	such	as SARS	and	avian	flu.	In	particular,	revenues	from	processing	foreign	currency	transactions	for	our	customers	fluctuate	with	cross-border	travel	and	our customers'	need	for	transactions	to	be	converted	into	their	base	currency.	In	addition,	as	we	are	principally	domiciled	in	the	United	States,	a	negative perception	of	the	United	States	could	impact	the	perception	of	our	company,	which	could	materially	and	adversely	affect	our	revenues,	operating	results, prospects	for	future	growth	and	overall	business.

# As	a	guarantor	of	certain	obligations	of	Visa	members,	we	are	exposed	to	risk	of	loss	or	insolvency	if	any	member	fails	to	fund	its	settlement obligations.

We	indemnify	Visa	members	for	any	settlement	loss	suffered	due	to	the	failure	of	a	member	to	fund	its	daily	settlement	obligations.	In	certain instances,	we	may	indemnify	members	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	the indemnification	are	unlimited.

While	we	believe	that	we	have	sufficient	liquidity	to	cover	a	settlement	failure	by	any	of	the	largest	Visa	members,	concurrent	settlement	failures	of more	than	one	of	our	largest	members	or	several	of	the	smaller	Visa	members,	or	systemic	operational	failures	that	last	for	more	than	a	single	day,	may exceed	our	available	resources	and	could	materially	and	adversely	affect	our	business	and	financial	condition.	In	addition,	even	if	we	have	sufficient liquidity	to	cover	a	settlement	failure,	we	may	not	be	able	to	recover	the	amount	of	such	payment	and	may	therefore	be	exposed	to	significant	losses, which	could	materially	and	adversely	affect	our	results	of	operations,	cash	flow	and	financial	condition.	Settlement	at	risk	(or	exposure)	is	estimated	using the	average	daily	volumes	during	the	quarter	multiplied	by	the	estimated	number	of	days	to	settle,	and	the	total	balance	for	outstanding	travelers cheques.	Our	estimated	settlement	exposure,	after	consideration	of	collateral	that	we	require	certain	financial	institutions	to	post,	amounted	to approximately	$34.8	billion	at	October	1,	2008.	Some	Visa	members	are	composed	of	groups	of	financial	institutions.	Some	of	these	members	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	are	unable	to	process	transactions	efficiently,	our	revenues	or	operating	results and	the	perception	of	our	brands	could	be	materially	and	adversely	affected.

Our	transaction	processing	systems	may	experience	service	interruptions	or	degradation	as	a	result	of	processing	or	other	technology	malfunction, fire,	natural	disasters,	power	loss,	disruptions	in	long	distance	or	local	telecommunications	access,	fraud,	terrorism	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,	as	a	result	of	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	are	not	able	to	keep	pace	with	the	rapid	technological	developments	in	the	payments	industry	to	provide	customers,	merchants	and cardholders	with	new	and	innovative	payment	programs	and	services,	the	use	of	our	cards	could	decline,	which	could	reduce	our	revenues and	income.

The	payments	industry	is	subject	to	rapid	and	significant	technological	changes,	including	continuing	developments	of	technologies	in	the	areas	of smart	cards,	radio	frequency	and	proximity	payment	devices	(such	as	contactless	cards),	e-commerce	and	mobile	commerce,	among	others.	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,	and	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	a	need	for	industry-wide	standards,	by resistance	from	customers	or	merchants	to	such	changes	or	by	intellectual	property	rights	of	third	parties.	Our	future	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	us	or	third	parties	could	adversely	affect	our	reputation	and	revenues.

We	and	our	customers,	merchants	and	other	third	parties	store	cardholder	account	information	in	connection	with	our	payment	cards.	In	addition, our	customers	may	use	third-party	processors	to	process	transactions	generated	by	cards	carrying	our	brands.	Breach	of	the	systems	on	which	sensitive cardholder	data	and	account	information	are	stored	could	lead	to	fraudulent	activity	involving	our	cards,	reputational	damage	and	lead	to	claims	against us.	For	example,	in	January	2007,	TJX	Companies,	Inc.,	a	large	retailer	with	stores	in	the	United	States,	Canada	and	the	United	Kingdom,	disclosed	a significant	security	breach	in	connection	with	card	and	account	information,	which	exposed	tens	of	millions	of	payment	cards	issued	under	our	brands	and our	competitors'	brands	to	fraudulent	use.	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	be	forced	to	pay	damages	and/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 of	our	customers,	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	could	reduce	the use	and	acceptance	of	our	cards.

Criminals	are	using	increasingly	sophisticated	methods	to	capture	cardholder	account	information	to	engage	in	illegal	activities	such	as	fraud	and identity	theft.	As	outsourcing	and	specialization	become	a	more	acceptable	way	of	doing	business	in	the	payments	industry,	there	are	more	third	parties involved	in	processing	transactions	using	our	cards.	If	fraud	levels	involving	our	cards	were	to	rise,	it	could	lead	to	reputational	damage	to	our	brands, which	could	reduce	the	use	and	acceptance	of	our	cards,	or	to	greater	regulation,	which	could	increase	our	compliance	costs.

# Visa	Europe's	payments	system	operations	are	becoming	increasingly	independent	from	ours,	and	if	we	are	unable	to	maintain	seamless interaction	of	our	respective	systems,	our	business	and	the	global	perception	of	the	Visa	brand	could	be	impaired.

Visa	Europe	currently	has	a	regionally	controlled	processing	platform.	In	June	2006,	Visa	Europe	began	operating	an	authorization	system	that	is separate	from	ours	and	Visa	Europe	plans	to	begin	operating	a	transaction	clearing	and	settlement	system	that	is	separate	from	ours.	Because	we	and Visa	Europe	have	independent	processing	platforms,	interoperability	must	be	maintained.	Visa	Europe's	authorization	system	has	experienced interruptions	in	service,	and	it	could	experience	further	interruptions	in	the	future.	To	the	extent	that	system	disruptions	occur,	it	may	affect	our cardholders	who	are	traveling	in	Visa	Europe's	region	and	impair	our	reputation.	The	increasingly	independent	payments	system	operations	of	Visa Europe	could	present	certain	challenges	to	our	business	because	differences	between	the	two	processing	systems	may	make	it	more	difficult	to	maintain the	interoperability	of	our	respective	systems.	In	addition,	under	the	framework	agreement,	we	are	restricted	from	requiring	Visa	Europe	to	implement certain	changes	that	we	may	deem	important	unless	we	agree	to	pay	for	the	implementation	costs.	Any	of	the	foregoing	could	result	in	a	loss	of payments	volume	or	of	customers	or	could	materially	increase	our	costs.

# Adverse	currency	fluctuations	could	decrease	revenues	and	increase	expenses.

We	conduct	business	globally	in	many	foreign	currencies,	but	report	our	financial	results	in	U.S.	dollars.	We	are	therefore	exposed	to	adverse movements	in	foreign	currency	exchange	rates	because	depreciation	of	non-U.S.	currencies	against	the	U.S.	dollar	reduces	the	U.S.	dollar	value	of	the non-

U.S.	dollar	denominated	revenues	that	we	recognize	and	appreciation	of	non-U.S.	currencies	against	the	U.S.	dollar	increases	the	U.S.	dollar	value	of expenses	that	we	incur	that	are	denominated	in	those	foreign	currencies.	We	enter	into	foreign	currency	hedging	contracts	to	reduce	the	effect	of	adverse changes	in	the	value	of	a	limited	number	of	foreign	currencies	and	for	a	limited	period	of	time	(typically	up	to	one	year).

# Some	of	our	financial	incentives	to	customers	are	recorded	using	estimates	of	our	customers'	performance.	Material	changes	in	our customers'	performance	compared	to	our	estimates	could	have	a	material	adverse	impact	on	our	results	of	operations.

In	certain	instances,	we	offer	our	customers	financial	incentives,	which	are	typically	tied	to	their	payments	volume	or	transaction	messages processed,	often	under	particular	programs.	These	financial	incentives	are	typically	recorded	as	a	reduction	of	revenues.	We	generally	make	estimates	of our	customers'	performance	under	these	programs	(sometimes	over	several	years)	in	order	to	derive	our	estimates	of	the	financial	incentives	that	we	will pay	them.	The	reduction	of	revenues	that	we	record	each	quarter	under	volume	and	support	agreements	is	based	on	these	estimates.	Material	changes in	our	customers'	performance	compared	to	estimates	could	have	a	material	adverse	impact	on	our	results	of	operations.	For	example,	if	a	customer performs	better	than	expected,	we	may	be	required	to	reduce	future	period	revenues	to	account	for	the	fact	that	we	did	not	reduce	revenues	enough	in prior	periods.	On	the	other	hand,	if	a	customer	performs	worse	than	expected,	we	may	conclude	that	we	reduced	revenues	by	too	much	in	previous periods.

# We	have	significant	contingent	liabilities	for	settlement	payment	of	all	issued	and	outstanding	travelers	cheques.

At	September	30,	2008,	we	had	approximately	$830	million	in	contingent	liabilities	for	settlement	payment	of	all	issued	and	outstanding	travelers cheques.	Approximately	35%	of	these	travelers	cheques	were	issued	outside	of	the	United	States	by	a	single	issuer.	While	these	obligations	are supported	in	part	by	a	bank	guarantee,	if	the	issuer	were	to	fail	to	pay,	we	would	be	obligated	to	fund	partial	settlement	of	presented	travelers	cheques.

# Risks	Related	to	our	Structure	and	Organization

# The	recent	change	to	our	governance	structure	could	have	a	material	adverse	effect	on	our	business	relationships	with	our	customers.

Prior	to	our	reorganization	in	October	2007,	a	number	of	Visa's	key	members	had	officers	who	also	served	on	the	boards	of	directors	of	Visa U.S.A.,	Visa	International,	Visa	Canada	or	the	regional	boards	of	directors	of	the	unincorporated	regions	of	Visa	AP,	Visa	LAC	and	Visa	CEMEA.	As	a result	of	our	reorganization,	the	regional	boards	of	directors	of	the	unincorporated	regions	have	been	eliminated,	and	the	boards	of	directors	of	Visa U.S.A.	and	Visa	Canada	are	now	comprised	of	management	and	are	largely	administrative	in	nature.	In	addition,	although	our	regions	are	represented	on our	board	by	six	of	our	17	directors,	the	holders	of	our	class	B	and	class	C	common	stock	are	not	otherwise	entitled	to	vote	in	the	election	of	directors.	As a	result,	the	role	of	member-nominated	and	member-elected	directors	in	our	corporate	governance	has	been	reduced	as	a	result	of	the	reorganization. These	changes	could	have	a	detrimental	effect	on	our	business	relationships	with	members	associated	with	a	particular	region.	In	addition,	if	a	member that	had	an	officer	who	also	served	on	one	of	the	regional	boards	of	directors	does	not	have	an	officer	who	currently	serves	on	our	board	of	directors,	our business	relationship	with	that	member	could	suffer.	A	significant	loss	of	revenues	or	payments	volume	attributable	to	such	members	could	have	a material	adverse	effect	on	our	business.

# Our	relationship	with	Visa	Europe	is	governed	by	our	framework	agreement,	which	gives	Visa	Europe	very	broad	rights	to	operate	the	Visa business	in	Visa	Europe's	region.	We	have	limited	ability	to	control	their	operations	and	limited	recourse	in	the	event	of	a	breach	by	Visa Europe.

Historically,	Visa	Europe	had	been	subject	to	the	same	global	operating	rules	as	Visa	U.S.A.,	Visa	International	and	Visa	Canada.	These	global operating	rules	regulate,	among	other	things,	interoperability	of	payment	processing,	brand	maintenance	and	investment,	standards	for	products	and services,	risk	management,	disputes	between	members	and	acceptance	standards	for	merchants.	After	the	reorganization,	Visa	Europe,	unlike	Visa U.S.A.,	Visa	International	and	Visa	Canada,	did	not	become	our	subsidiary.	As	a	result,	Visa	Europe	is	no	longer	subject	to	the	same	global	operating rules	as	our	subsidiaries	and	customers.

Our	relationship	with	Visa	Europe	is	now	governed	by	a	framework	agreement	and	a	subset	of	operating	rules	that	we	have	agreed	to	with	Visa Europe	and	that	we	have	limited	ability	to	change	in	the	future.	Although	the	agreement	seeks	to	ensure	that	Visa	Europe	operates	in	a	manner	that	is acceptable	to	us,	the	contractual	arrangement	is	untested	and	may	not	be	effective	in	achieving	this	result.	Visa	Europe	is	responsible	for	designing	its own	plans	to	ensure	that	it	is	in	compliance	with	the	global	rules,	interoperability,	integrity	of	the	system	and	trademark	usage.	While	we	have	the	right	to request	changes	to	these	plans,	we	have	no	right	to	audit	their	compliance	with	these	requirements	or	examine	their	books	and	records	in	connection with	the	framework	agreement	or	the	put	option.	The	agreement	provides	Visa	Europe	with	very	broad	latitude	to	operate	the	Visa	business	and	use	our brands	and	technology	within	Visa	Europe's	region	and	provides	us	limited	controls	over	the	operation	of	the	Visa	business	in	their	region.	Visa	Europe	is not	required	to	spend	any	minimum	amount	promoting	and	building	the	Visa	brand	in	its	region,	and	the	strength	of	the	Visa	global	brand	is	contingent,	in part,	on	the	efforts	of	Visa	Europe	to	maintain	product	and	service	recognition	and	quality	in	Europe.	Visa	Europe	may	develop,	among	other	things,	new brands,	payment	processing	characteristics,	products,	services,	risk	management	standards,	processes	for	resolving	disputes	among	its	members	or merchant	acceptance	profiles	that	are	inconsistent	with	the	operating	rules	that	we	apply	in	the	rest	of	the	world.

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	such	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	to	the	extent	necessary	to	return	Visa	Europe	and	its	members	to	a neutral	financial	condition.	We	cannot	terminate	the	framework	agreement	even	in	the	event	of	Visa	Europe's	material	uncured	breach,	and	we	can	only exercise	our	call	right	to	purchase	Visa	Europe	under	extremely	limited	circumstances.	Our	remedies	under	this	agreement,	if	Visa	Europe	fails	to	meet its	obligations,	are	limited.	Our	inability	to	terminate	and	other	features	of	the	licenses	granted	under	the	agreement	may	also	raise	issues	concerning	the characterization	of	the	licenses	for	purposes	of	determining	our	tax	treatment	with	respect	to	entering	into	the	licenses	and	receiving	payments thereunder.	Any	inconsistency	in	the	payment	processing	services	and	products	that	we	are	able	to	provide	could	negatively	affect	cardholders	from	Visa Europe	using	cards	in	our	regions	or	our	cardholders	using	cards	in	Visa	Europe's	region.

We	have	granted	to	Visa	Europe	the	right	to	require	us	to	purchase	all	of	the	outstanding	shares	of	Visa	Europe's	capital	stock.	If	Visa	Europe exercises	this	option,	we	will	incur	a	substantial	financial	obligation.	In	addition,	we	are	required	to	record	any	change	in	the	fair	value	of	the put	option	on	a	quarterly	basis,	which	will	impact	our	net	income.

We	have	granted	Visa	Europe	a	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	following	March	25,	2009.	The	purchase	price	of	the	Visa	Europe	shares 38

under	the	put	option	is	based	upon	a	formula	that,	subject	to	certain	adjustments,	applies	the	12-month	forward	price-to-earnings	multiple	applicable	to our	common	stock	at	the	time	the	option	is	exercised	to	Visa	Europe's	projected	sustainable	adjusted	net	operating	income	for	the	same	12-month period.	Upon	exercise	of	the	put	option,	we	will	be	obligated,	subject	only	to	regulatory	approvals	and	other	limited	conditions,	to	pay	the	purchase	price within	285	days	in	cash	or,	at	our	option,	with	a	combination	of	cash	and	shares	of	our	publicly	tradable	common	stock.	The	portion	of	the	purchase	price we	will	be	able	to	pay	in	stock	will	initially	be	limited	to	the	percentage	of	our	class	C	(series	I)	common	stock	that	at	the	settlement	date	remains	subject to	the	transfer	restrictions.	We	must	pay	the	purchase	price	in	cash,	however,	if	the	settlement	of	the	put	option	occurs	after	March	25,	2011.

We	will	incur	a	substantial	financial	obligation	if	Visa	Europe	exercises	the	put	option.	The	amount	of	that	potential	obligation	could	vary dramatically	based	on,	among	other	things,	the	12-month	projected	sustainable	net	operating	income	of	Visa	Europe,	the	allocation	of	cost	synergies,	the trading	price	of	our	class	A	common	stock,	and	our	12-month	forward	price-to-earnings	multiple,	in	each	case,	as	determined	at	the	time	the	put	option	is exercised.	We	are	not	currently	able	to	estimate	the	amount	of	this	obligation	due	to	the	nature	and	number	of	factors	involved	and	the	range	of	important assumptions	that	would	be	required.	However,	depending	upon	Visa	Europe's	level	of	sustainable	profitability	and/or	our	12-month	forward	price-to- earnings	multiple	at	the	time	of	any	exercise	of	the	option,	the	amount	of	this	obligation	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	meet	our	obligation.	This	financing	may	not	be available	to	us	in	a	sufficient	amount	within	the	required	285-day	period	or	on	terms	that	we	deem	to	be	reasonable.	The	payment	of	part	of	the	exercise price	in	stock	would	dilute	the	ownership	interests	of	our	stockholders.	Moreover,	the	acquisition	of	Visa	Europe	following	an	exercise	of	the	put	option would	require	us	to	integrate	the	operations	of	Visa	Europe	into	our	business,	which	could	divert	the	time	and	attention	of	senior	management.

The	fair	value	of	the	put	option	at	September	30,	2008	was	$346	million.	We	are	required	to	record	any	change	in	the	fair	value	of	the	put	option	on a	quarterly	basis.	These	adjustments	will	be	recorded	through	our	consolidated	statements	of	operations,	which	will	therefore	impact	our	reported	net income	and	earnings	per	share.	Such	quarterly	adjustments	and	their	resulting	impact	on	our	reported	statements	of	operations	could	be	significant.	The existence	of	these	charges	could	adversely	affect	our	ability	to	raise	capital	and/or	the	price	at	which	we	can	raise	capital.	See	Item	9B—Other Information.

# Our	reorganization	requires	us	to	make	significant	changes	to	our	culture	and	business	operations.	If	we	fail	to	make	this	transition successfully,	our	business	could	be	materially	and	adversely	affected.

Our	reorganization	has	required	broad	and	significant	changes	to	our	culture	and	operations.	Historically,	the	primary	goal	of	Visa	U.S.A.,	Visa International	and	Visa	Canada	has	not	been	to	maximize	profit	for	these	entities,	but	rather	to	deliver	benefits	to	their	members	and	enhance	member opportunity	and	revenue.	As	a	result	of	the	reorganization,	we	now	must	operate	our	business	in	a	way	that	maximizes	long-term	stockholder	value.	Many of	our	employees	have	limited	experience	operating	in	a	profit-maximizing	business	environment.

In	addition,	the	Visa	enterprise	historically	has	been	operated	under	a	decentralized	regional	structure,	and	each	region	has	had	substantial autonomy	in	its	own	business	strategies	and	decisions.	Our	reorganization	has	resulted	in	a	more	centralized	corporate	governance	structure	in	which our	board	of	directors	exerts	centralized	management	control.	We	face	significant	challenges	integrating	the	operations	of	the	different	regions.	We	may also	be	unable	to	retain	and	attract	key	employees,	and	we	may	not	realize	the	cost	savings	and	operational	efficiencies	that	we	currently	expect.	This transition	will	be	subject	to	risks,	expenses	and	difficulties	that	we	cannot	predict	and	may	not	be	capable	of	handling	in	an	efficient	and	timely	manner.

# Any	acquisitions	that	we	make	could	disrupt	our	business	and	harm	our	financial	condition.

We	may	make	strategic	acquisitions	of	complementary	businesses,	products	or	technologies.	If	so,	we	may	not	be	able	to	successfully	finance	or integrate	any	such	businesses,	products	or	technologies.	Furthermore,	the	integration	of	any	acquisition	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.	To	the	extent	we	pay the	purchase	price	of	any	acquisition	in	cash,	it	would	reduce	our	cash	reserves,	and	to	the	extent	the	purchase	price	is	paid	with	our	stock,	it	could	be dilutive	to	our	stockholders.	While	we	from	time	to	time	evaluate	potential	acquisitions	of	businesses,	products	and	technologies,	and	anticipate	continuing to	make	these	evaluations,	we	have	no	present	understandings,	commitments	or	agreements	with	respect	to	any	material	acquisitions.

# Future	sales	of	our	class	A	common	stock	could	depress	the	market	price	of	our	class	A	common	stock.

The	market	price	of	our	class	A	common	stock	could	decline	as	a	result	of	sales	of	a	large	number	of	shares	in	the	public	market	or	the	perception that	such	sales	could	occur.	These	sales,	or	the	perception	that	such	sales	may	occur,	could	depress	the	market	price	of	our	class	A	common	stock	and might	make	it	more	difficult	for	us	or	holders	of	our	common	stock	to	sell	equity	securities	in	the	future.

As	of	October	31,	2008,	we	had	446,503,244	outstanding	shares	of	class	A	common	stock,	not	including	1,247,719	shares	of	restricted	stock	that we	granted	to	certain	of	our	directors	and	employees.	Except	for	any	shares	acquired	by	our	"affiliates,"	as	that	term	is	defined	in	Rule	144	under	the Securities	Act,	any	of	these	shares	may	be	resold	immediately	in	the	public	market.

If	the	litigation	committee	so	requests	in	order	to	increase	the	size	of	the	escrow	account,	we	will	conduct	follow-on	offerings	of	our	class	A	common stock.

In	addition,	as	of	October	31,	2008,	our	existing	stockholders	held	245,513,385	shares	of	class	B	common	stock	(excludes	class	B	common	stock held	by	Visa	U.S.A.)	and	151,596,308	shares	of	class	C	common	stock	(excludes	class	C	common	stock	held	by	Visa	International	Service	Association). Subject	to	limited	exceptions,	the	class	B	common	stock	is	not	transferable	until	March	25,	2011	or	the	date	on	which	all	of	the	covered	litigation	has been	finally	resolved.	Subject	to	limited	exceptions,	the	class	C	common	stock	is	not	transferable	until	March	25,	2011.	After	the	termination	of	these transfer	restrictions,	the	class	B	and	class	C	common	stock	will	only	be	convertible	into	class	A	common	stock	upon	transfer	to	a	person	that	was	not, immediately	after	the	October	2007	reorganization,	a	Visa	member.	Upon	such	transfer,	each	share	of	class	B	or	class	C	common	stock	will	automatically convert	into	class	A	common	stock	based	on	the	applicable	conversion	rate	in	effect	at	the	time	of	such	transfer.	All	of	the	class	A	common	stock	issuable upon	such	conversion	will	be	freely	tradable	without	restriction	or	registration	under	the	Securities	Act	by	persons	other	than	our	affiliates.

# The	market	price	of	our	common	stock	may	be	volatile.

Securities	markets	worldwide	experience	significant	price	and	volume	fluctuations.	This	market	volatility,	as	well	as	the	factors	listed	below,	could affect	the	market	price	of	our	common	stock:

•quarterly	variations	in	our	results	of	operations	or	the	results	of	operations	of	our	competitors	or	those	of	Visa	Europe;

•changes	in	earning	estimates,	investors'	perceptions,	recommendations	by	securities	analysts	or	our	failure	to	achieve	analysts'	earning estimates;

•the	announcement	of	new	products	or	service	enhancements	by	us	or	our	competitors;

•announcements	related	to	litigation;

•potential	acquisitions	by	us	of	other	companies,	including	the	exercise	of	the	put	option	requiring	us	to	purchase	all	of	the	outstanding	shares of	capital	stock	of	Visa	Europe	from	its	members;

•developments	in	our	industry;	and

•general	economic,	market	and	political	conditions	and	other	factors	unrelated	to	our	operating	performance	or	the	operating	performance	of our	competitors.

# The	U.S.	Internal	Revenue	Service	may	treat	a	portion	of	our	common	stock	received	by	a	member	of	Visa	International	or	Visa	U.S.A.	as taxable	income.

Based	on	the	opinion	of	our	special	tax	counsel,	we	believe	that,	subject	to	the	assumptions,	qualifications	and	limitations	contained	in	such opinion,	we,	the	members	of	Visa	International	and	the	members	of	Visa	U.S.A.	will	not	recognize	any	gain	or	loss	for	U.S.	federal	income	tax	purposes in	connection	with	the	reorganization	and	the	true-up,	except	that,	as	to	a	portion	of	any	Visa	Inc.	stock	received	in	connection	with	the	true-up,	a stockholder	of	Visa	Inc.	may	recognize	imputed	interest	income.	If	a	stockholder	is	not	a	United	States	person	for	U.S.	federal	income	tax	purposes,	we may	be	required	to	withhold	U.S.	federal	income	tax	at	a	rate	of	30%	of	the	imputed	interest	or,	if	applicable,	at	a	lower	treaty	rate.

Notwithstanding	the	foregoing,	the	opinion	of	our	special	tax	counsel	does	not	apply	to	the	extent	that	the	fair	market	value	of	our	common	stock received	by	a	member	of	Visa	International	or	by	a	member	of	Visa	U.S.A.	pursuant	to	the	reorganization	and	the	true-up	(whether	received	on	the	date of	closing	of	the	reorganization	or	thereafter)	is	different	from	the	fair	market	value	of	such	member's	equity	interest	in	Visa	International	or	Visa	U.S.A., as	the	case	may	be,	immediately	before	the	commencement	of	the	reorganization.	Our	special	tax	counsel	is	unable	to	opine	as	to	such	difference because,	in	transactions	similar	to	the	reorganization	and	the	true-up,	treatment	as	an	exchange	described	in	Section	351	of	the	Internal	Revenue	Code of	1986,	as	amended,	generally	applies	only	to	the	extent	that	a	taxpayer	transfers	property	to	a	corporation	in	exchange	for	stock	having	the	same	fair market	value.	The	IRS	might	therefore	take	the	position	that	the	difference	(whether	received	on	the	date	of	closing	of	the	reorganization	or	thereafter),	in the	case	of	an	excess	of	value	received	over	value	surrendered,	should	not	be	treated	for	U.S.	federal	income	tax	purposes	as	having	been	received	in exchange	for	property.	As	a	result,	a	member	of	Visa	International	or	a	member	of	Visa	U.S.A.	could	be	required	to	recognize	income,	but	only	to	the extent	of	the	excess	or	shortfall	of	value	received	over	value	surrendered.

The	shares	of	class	B	common	stock	that	are	retained	by	members	of	Visa	U.S.A.	will	be	subject	to	dilution	as	a	result	of	the	establishment	of the	escrow	account	and	any	follow-on	offerings	of	our	class	A	common	stock,	the	proceeds	of	which	will	be	used	to	fund	additional	amounts into	the	escrow	account	necessary	to	resolve	the	covered	litigation.

The	shares	of	class	B	common	stock	that	are	retained	by	Visa	U.S.A.	members	and	that	are	not	redeemed	out	of	the	proceeds	of	the	initial	public offering	are	subject	to	dilution	to	the	extent	of	the	initial	amount	of	the	escrow	account.	This	dilution	of	the	shares	of	class	B	common	stock	will	be accomplished	through	an	adjustment	to	the	conversion	rate	of	the	shares	of	class	B	common	stock.	These	shares	will	not	be	able	to	be	converted	into shares	of	class	A	common	stock	or,	subject	to	limited	exceptions,	transferred	until	the	later	of	March	25,	2011	or	the	final	resolution	of	the	covered litigation.	The	shares	of	class	C	common	stock,	which	are	held	by	members	other	than	the	Visa	U.S.A.	members,	are	not	subject	to	this	dilutive adjustment.	At	the	request	of	the	litigation	committee,	we	expect	to	conduct	follow-on	offerings	of	our	shares	of	class	A	common	stock,	which	we	refer	to as	loss	shares,	if	the	litigation	committee	deems	it	desirable	to	increase	the	escrow	account.	The	proceeds	from	the	sale	of	loss	shares	would	then	be deposited	in	the	escrow	account,	and	the	shares	of	class	B	common	stock	would	be	subject	to	additional	dilution	to	the	extent	of	the	loss	shares	through a

concurrent	adjustment	to	the	conversion	rate	of	the	class	B	common	stock.	Because	the	voting	power	of	the	class	B	and	class	C	common	stock,	and	the entitlement	of	the	holders	of	class	B	common	stock	and	class	C	common	stock	to	participate	in	dividends	or	distributions	upon	a	liquidation	or	winding	up of	Visa	Inc.	is	determined	on	an	as-converted	basis,	based	upon	the	number	of	shares	of	class	A	common	stock	into	which	the	class	B	or	class	C common	stock	would	be	converted	at	the	time	of	the	vote,	dividend	or	distribution,	as	applicable,	the	adjustment	to	the	conversion	rate	applicable	to	the class	B	common	stock	upon	the	issuance	of	loss	shares	will	result	in	a	dilution	of	the	voting	power	of	the	class	B	common	stock	and	the	entitlement	of holders	of	class	B	common	stock	to	participate	in	dividends	and	distributions	upon	a	liquidation	of	Visa	Inc.

# If	funds	are	released	from	escrow	after	the	resolution	of	the	litigation	covered	by	our	retrospective	responsibility	plan,	holders	of	our	class	A common	stock	will	suffer	dilution	as	a	result	of	a	favorable	adjustment	to	the	conversion	rate	of	our	class	B	common	stock.

Our	retrospective	responsibility	plan	provides	that	any	amounts	remaining	in	the	escrow	account	after	the	date	on	which	all	of	the	covered	litigation is	resolved	will	be	released	back	to	us	and	the	conversion	rate	of	the	class	B	common	stock	then	outstanding	will	be	adjusted	in	favor	of	the	holders	of the	class	B	common	stock	through	a	formula	based	on	the	released	escrow	amount	and	the	market	price	of	our	class	A	common	stock.	If	any	funds remain	in	the	escrow	account	and	are	released	back	to	us,	the	resulting	adjustment	in	the	conversion	rate	of	the	class	B	common	stock	will	result	in	each share	of	class	B	common	stock	then	outstanding	becoming	convertible	into	an	increased	number	of	shares	of	class	A	common	stock,	which	in	turn	will result	in	dilution	of	the	interest	in	Visa	Inc.	held	by	the	holders	of	class	A	common	stock.	The	amount	of	such	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	at	the	time	such	funds	are	released.

Certain	adjustments	to	the	conversion	rate	of	class	B	common	stock	in	connection	with	the	additional	funding	of	the	escrow	account	from which	settlements	of,	or	judgments	in,	the	covered	litigation	will	be	payable	may	give	rise	to	taxable	deemed	dividends	for	holders	of	class	A common	stock.

At	the	request	of	the	litigation	committee,	we	will	consummate	one	or	more	follow-on	offerings	of	class	A	common	stock,	the	net	proceeds	from which	will	be	added	to	the	escrow	account	from	which	settlements	of,	or	judgments	in,	the	covered	litigation	will	be	payable.	In	that	case,	there	will	be one	or	more	adjustments,	which	we	refer	to	as	the	potential	adjustments,	to	the	conversion	rate	of	the	class	B	common	stock,	which	will	result	in	a reduction	in	the	total	number	of	shares	of	class	A	common	stock	into	which	the	class	B	common	stock	may	be	converted	(when	compared	to	the	number of	shares	of	class	A	common	stock	into	which	the	class	B	common	stock	was	convertible	after	any	prior	potential	adjustment).

The	potential	adjustments	should	not	give	rise	to	deemed	distributions	under	Section	305	of	the	Internal	Revenue	Code	of	1986,	as	amended, which	we	refer	to	as	the	Code,	to	holders	of	our	class	A	common	stock	on	the	grounds	that	such	adjustments	are	not	within	the	purview	of	Section	305	of the	Code,	because,	for	example,	they	are	adjustments	of	the	price	paid	by	us	to	acquire	property	in	our	reorganization	and,	thus,	are	not,	and	do	not	have the	effect	of,	distributions	with	respect	to	our	class	A	common	stock.	There	can	be	no	assurance,	however,	that	the	IRS	will	not	assert	that	any	potential adjustments	have	the	result	of	an	increase	in	the	proportionate	interest	in	our	earnings	and	profits	or	assets	to	holders	of	our	class	A	common	stock	and, accordingly,	should	be	treated	as	giving	rise	to	deemed	distributions	under	Section	305	of	the	Code	with	respect	to	such	class	A	common	stock.	If	such	a position	were	successfully	asserted,	a	holder	of	our	class	A	common	stock	would,	for	U.S.	federal	income	tax	purposes,	be	deemed	to	receive	a distribution	from	us	in	an	amount	equal	to	the	value	of	the	increase	in	such	holder's	proportionate	interest	in	our	earnings	and	profits	or	assets

reflected	in	such	holder's	class	A	common	stock	that	would	result	from	the	decrease	in	the	total	number	of	shares	of	class	A	common	stock	into	which the	class	B	common	stock	may	be	converted	after	any	potential	adjustments,	as	the	case	may	be.	Such	a	deemed	distribution	would	be	characterized	as a	dividend	to	such	holder,	for	U.S.	federal	income	tax	purposes,	to	the	extent	the	deemed	distribution	is	treated	as	paid	out	of	our	current	or	accumulated earnings	and	profits,	as	determined	under	U.S.	federal	income	tax	principles.	Any	remaining,	portion	of	such	a	deemed	distribution	will	be	treated	first	as a	tax-free	return	of	such	holder's	adjusted	tax	basis	in	our	class	A	common	stock	and	thereafter	as	gain.	We	will	take	the	position	that	the	potential adjustments	do	not	give	rise	to	deemed	distributions	under	Section	305	of	the	Code	to	holders	of	our	class	A	common	stock.

# The	trading	market	for	our	class	A	common	stock	could	be	adversely	affected	because	provisions	of	our	amended	and	restated	certificate	of incorporation	may	limit	the	market-making	ability	of	broker-dealers	that	are	affiliated	with	Visa	members.

Our	amended	and	restated	certificate	of	incorporation	provides	that	no	person	that	is	a	Visa	member	or	affiliated	with	a	Visa	member	will	be permitted	to	beneficially	own	more	than	5%	of	the	aggregate	outstanding	class	A	common	stock	or	certain	other	voting	stock	(or	securities	convertible	or exchangeable	into	such	stock)	at	any	time,	subject	to	a	limited	number	of	exceptions.	This	restriction	may	limit	the	ability	of	a	broker-dealer	that	is affiliated	with	a	Visa	member	to	act	as	a	market-maker	in	our	class	A	common	stock,	although	this	restriction	will	not	prevent	such	a	broker-dealer	from executing	trades	on	an	agency	basis	on	behalf	of	third	parties.	This	restriction	could	adversely	affect	the	trading	market	for	the	class	A	common	stock.

# All	shares	of	class	A	common	stock	acquired	by	a	Visa	member,	an	affiliate	of	a	Visa	member	or	a	similar	person	will	be	converted automatically	into	class	C	common	stock	and,	as	a	result,	will	generally	not	be	transferable	until	March	25,	2011	and	will	lose	substantially	all its	voting	rights.

All	shares	of	common	stock	acquired	by	a	Visa	member,	an	affiliate	of	a	Visa	member	or	any	person	that	is	an	operator,	member	or	licensee	of	any general	purpose	payment	card	system	that	competes	with	us,	or	any	affiliate	of	such	a	person,	in	each	case	to	the	extent,	acting	as	a	principal	investor, will	be	converted	automatically	into	class	C	common	stock.	Under	the	terms	of	our	amended	and	restated	certificate	of	incorporation,	class	C	common stock	is	not	transferable	(subject	to	exceptions,	including	transfers	to	other	class	C	stockholders)	until	March	25,	2011,	unless	our	board	makes	an exception	to	this	transfer	restriction.	After	this	date	has	passed,	the	class	C	common	stock	will	be	convertible	into	class	A	common	stock	only	if transferred	to	a	person	that	was	not,	immediately	after	our	October	2007	reorganization,	a	Visa	member,	an	affiliate	of	a	Visa	member	or	any	person	that is	an	operator,	member	or	licensee	of	any	general	purpose	payment	card	system	that	competes	with	the	Company,	or	any	affiliate	of	such	a	person. Upon	such	transfer,	each	share	of	class	C	common	stock	will	convert	into	one	share	of	class	A	common	stock.

Until	March	25,	2011,	six	of	our	17	directors	will	be	individuals	elected	or	nominated	by	our	regions.	In	addition,	holders	of	our	class	B common	stock	and	class	C	common	stock	have	voting	rights	concerning	certain	significant	corporate	transactions,	and	their	interests	in	our business	may	be	different	than	those	of	holders	of	our	class	A	common	stock.

Our	amended	and	restated	certificate	of	incorporation	provides	that,	until	March	25,	2011,	six	of	our	17	directors	will	be	individuals	elected	or nominated	by	our	regions.	Although	holders	of	class	B	and	class	C	common	stock	do	not	have	any	right	to	vote	on	those	matters	on	which	stockholders generally	are	entitled	to	vote,	such	holders	have	the	right	to	cast	a	number	of	votes	equal	to	the	number	of	shares	of	class	B	common	stock	or	class	C common	stock,	as	applicable	multiplied	by	the

applicable	conversion	rate	on	certain	significant	transactions	enumerated	in	the	amended	and	restated	certificate	of	incorporation,	such	as	a	proposed consolidation	or	merger,	a	decision	to	exit	our	core	payments	business	or	any	other	vote	required	by	law.	The	holders	of	the	class	B	common	stock	and class	C	common	stock	may	not	have	the	same	incentive	to	approve	a	corporate	action	that	may	be	favorable	to	the	holders	of	class	A	common	stock	or 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,	bylaws	and	Delaware	law	could	delay	or	prevent	a	merger	or acquisition	that	our	stockholders	consider	favorable.	Except	for	limited	exceptions,	no	person	may	own	more	than	15%	of	our	total	outstanding	shares	on an	as-converted	basis	or	more	than	15%	of	any	class	or	series	of	our	common	stock,	unless	our	board	of	directors	approves	the	acquisition	of	such shares.	In	addition,	except	for	common	stock	issued	to	a	member	in	connection	with	the	reorganization,	or	shares	issuable	on	conversion	of	such common	stock,	shares	held	by	a	member,	a	competitor,	an	affiliate	or	member	of	a	competitor	may	not	exceed	5%	of	any	class	of	common	stock.	In addition:

•our	board	of	directors	is	divided	into	three	classes,	with	approximately	one-third	of	our	directors	elected	each	year;

•six	directors	will	be	individuals	elected	or	nominated	by	our	regions	until	March	25,	2011;

•our	independent	directors	may	be	removed	only	upon	the	affirmative	vote	of	at	least	80%	of	the	outstanding	shares	of	class	A	common	stock;

•our	stockholders	are	not	entitled	to	the	right	to	cumulate	votes	in	the	election	of	directors;

•holders	of	our	class	A	common	stock	are	not	entitled	to	act	by	written	consent;

•our	stockholders	must	provide	timely	notice	for	any	stockholder	proposals	and	director	nominations;

•	 we	have	adopted	provisions	that	eliminate	the	personal	liability	of	directors	for	monetary	damages	for	actions	taken	as	a	director,	with	certain exceptions;

•in	addition	to	certain	class	votes,	a	vote	of	66 	2/3	%	or	more	of	all	of	the	outstanding	shares	of	our	common	stock	then	entitled	to	vote	is required	to	amend	certain	sections	of	our	amended	and	restated	certificate	of	incorporation;	and

•	 we	are	governed	by	Section	203	of	the	General	Corporation	Law	of	the	State	of	Delaware,	or	DGCL,	as	amended	from	time	to	time,	which provides	that	a	corporation	shall	not	engage	in	any	business	combination	with	any	interested	stockholder	for	a	period	of	three	years	following the	time	that	such	stockholder	became	an	interested	stockholder,	except	under	certain	circumstances	including	upon	receipt	of	prior	board approval.

# 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.

In	August	2008,	we	commenced	payment	of	cash	dividends	on	a	quarterly	basis	on	our	class	A,	class	B	and	class	C	common	stock.	Any	future payment	of	dividends	will	be	dependent	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.	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	and	series	of	common	stock.	If,	as	a	consequence	of	these	various	factors,	we	are	unable	to	generate	sufficient earnings	and	cash	flows	from	our	business,	we	may	not	be	able	to	make	payments	of	dividends	on	our	common	stock.

# ITEM	1B. Unresolved	Staff	Comments

Not	applicable.

# ITEM	2. Properties

At	September	30,	2008,	we	owned	and	leased	approximately	2.2	million	square	feet	of	office	and	processing	center	space	in	30	countries	around the	world,	of	which	approximately	1.4	million	square	feet	are	owned	and	the	remaining	800,000	square	feet	are	leased.	Our	corporate	headquarters	is located	in	the	San	Francisco	Bay	Area	and	consists	of	four	buildings	that	we	own,	totaling	940,000	square	feet.	We	also	own	a	167,000	square	foot	office building	in	Miami,	which	serves	as	our	LAC	regional	headquarters.

In	addition,	we	operate	three	processing	centers:	a	processing	center	and	an	office	facility	in	Colorado	totaling	268,000	square	feet,	which	we	own, a	processing	center	and	office	facility	in	Virginia,	totaling	144,000	square	feet,	which	we	lease,	and	an	13,000	square	foot	leased	facility	in	Japan.	In	July 2006,	we	approved	a	plan	to	replace	our	leased	processing	center	in	Virginia	by	building	a	new	366,000	square	foot	processing	center	and	a	new 116,000	square	foot	office	building	in	the	eastern	United	States.	Construction	of	these	buildings	is	expected	to	continue	through	fiscal	2009	with	the	data center	becoming	fully	operational	in	fiscal	2010	after	the	migration	from	our	current	east	coast	processing	center.

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

# ITEM	3. Legal	Proceedings

Refer	to	Note	23	to	the	consolidated	financial	statements	included	in	Item	8	of	this	report.

# ITEM	4. Submission	of	Matters	to	a	Vote	of	Security	Holders

# 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	commenced	trading	on	the	New	York	Stock	Exchange	under	the	symbol	"V"	on	March	19,	2008.	The	following	table sets	forth	the	intra-day	high	and	low	sale	prices	for	our	class	A	common	stock	from	March	19,	2008	and	for	the	two	full	quarterly	periods	in	2008	following the	Company's	IPO,	as	reported	by	the	New	York	Stock	Exchange.	At	September	30,	2008,	the	Company	had	295	stockholders	of	record	for	its	class	A common	stock.	We	believe	that	the	number	of	beneficial	owners	is	substantially	greater	than	the	number	of	record	holders,	because	a	large	portion	of	our class	A	common	stock	is	held	in	"street	name"	by	brokers.

There	is	currently	no	established	public	trading	market	for	our	class	B	common	stock,	class	C	(series	I),	class	C	(series	II),	class	C	(series	III)	or class	C	(series	IV)	common	stock.	There	were	approximately	1,781	and	1,101	holders	of	record	of	our	class	B	common	stock	and	class	C	(series	I) common	stock,	respectively,	as	of	September	30,	2008.	Visa	Europe	Limited	is	the	holder	of	record	of	all	the	issued	and	outstanding	shares	of	class	C (series	II)	and	class	C	(series	III)	common	stock.	Visa	Europe	Services	was	the	holder	of	record	of	all	the	issued	and	outstanding	shares	of	our	class	C (series	IV)	common	stock.	In	October	2008,	we	redeemed	all	of	the	class	C	(series	II)	shares	and	a	portion	of	the	class	C	(series	III)	shares	held	by	Visa Europe	Limited	and	all	remaining	shares	of	class	C	(series	III)	common	stock	and	all	shares	of	class	C	(series	IV)	common	stock	automatically	converted into	class	C	(series	I)	common	stock	on	a	one-to-one	basis.

# Dividend	Declaration	and	Policy

On	August	29,	2008,	we	paid	quarterly	cash	dividends,	which	was	declared	on	June	11,	2008	by	our	board	of	directors	of	$0.105	per	share	on	our class	A	common	stock	(determined	in	the	case	of	class	B	and	class	C	common	stock	on	an	"as-converted"	basis)	to	all	holders	of	record	of	our	class	A common	stock,	class	B	common	stock	and	class	C	common	stock	for	the	third	quarter	of	2008.	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	the	IPO,	we	did	not	pay	any	cash	dividends	on	our	shares	of outstanding	common	stock.

# Equity	Compensation	Plan

The	table	below	presents	information	as	of	September	30,	2008	for	the	Visa	2007	Equity	Incentive	Compensation	Plan,	or	the	EIP,	which	has	been approved	by	stockholders.	Visa	does	not	have	any	equity	compensation	plans	that	have	not	been	approved	by	stockholders.	For	a	description	of	the	EIP, see	Note	18–Stock-based	Compensation	to	our	consolidated	financial	statements	included	in	Item	8	of	this	report	and	Item	11	" Executive	Compensation —Compensation	Discussion	and	Analysis—Executive	Compensation	Components—Long-Term	Incentive	Compensation."

| Plan	category | Number	of	shares	of<br>class	A	common	stock	to<br>be	issued	upon	exercise<br>of	outstanding	options,<br>warrants	and	rights | Weighted-average<br>exercise	price	of<br>outstanding	options,<br>warrants	and	rights | available	for	future<br>issuance	under	equity<br>compensation	plans<br>(excluding	shares	reflected<br>in	the	first	column) |
| :--- | :--- | :--- | :--- |
| Equity\tcompensation\tplans\tapproved\tby |  |  |  |
| stockholders | 9,502,392(1) | $44.11 | 48,221,892 |
| Equity\tcompensation\tplans\tnot\tapproved |  |  |  |
| by\tstockholders | — | $— | — |
| Total | 9,502,392(1) | $44.11 | 48,221,892 |

(1) In	addition	to	options,	the	EIP	authorizes	the	issuance	of	restricted	stock,	restricted	stock	units,	performance	units	and	other	stock-based	awards. Of	these	shares,	581,012	shares	have	been	issued	pursuant	to	outstanding	restricted	stock	units.

# Use	of	Proceeds	from	the	IPO

The	following	table	sets	forth	the	use	of	net	proceeds	of	$19.1	billion	received	in	connection	with	our	IPO	in	March	2008:

(2) As	determined	by	the	Litigation	Committee	and	under	the	retrospective	responsibility	plan,	we	deposited	$3.0	billion	of	the	net	IPO	proceeds	into an	escrow	account	from	which	settlements	of,	or	judgments	in,	covered	litigation	will	be	payable.	See	Note	5—Retrospective	Responsibility	Plan	to our	consolidated	financial	statements	included	in	Item	8	of	this	report	for	additional	information.

(3) In	October	of	2008,	we	redeemed	79,748,857	shares	of	class	C	(series	II)	common	stock	and	35,263,585	shares	of	our	class	C	(series	III)	common stock	held	by	Visa	Europe	for	a	combined	total	$2.7	billion,	less	dividends	and	certain	other	adjustments.	See	Note	4—Visa	Europe	and	Note	16 —Stockholders'	Equity	and	Redeemable	Shares	to	our	consolidated	financial	statements	included	in	Item	8	of	this	report	for	additional	information.

# ITEM	6. Selected	Financial	Data

The	following	tables	present	selected	consolidated	statement	of	operations	data	for	the	year	ended	September	30,	2008	and	consolidated	balance sheet	data	at	September	30,	2008	for	Visa	Inc.,	that	were	derived	from	the	audited	consolidated	financial	statements	of	Visa	Inc.	included	elsewhere	in this	report.	The	table	also	presents	consolidated	pro-forma	statement	of	operations	data	for	the	year	ended	September	30,	2007	and	consolidated balance	sheet	data	at	October	1,	2007	(the	date	of	the	business	combination	discussed	below).	The	selected	Visa	U.S.A.	consolidated	statements	of operations	data	for	the	years	ended	September	30,	2007,	2006,	2005	and	2004	and	the	consolidated	balance	sheet	data	at	September	30,	2007,	2006, 2005	and	2004	for	Visa	U.S.A.	were	derived	from	audited	consolidated	financial	statements	of	Visa	U.S.A.	not	included	in	this	report.

In	October	2007,	we	consummated	a	reorganization	in	which	Visa	U.S.A.,	Visa	International,	Visa	Canada	and	Visa	U.S.A.'s	majority-owned subsidiary,	Inovant,	which	operated	the	VisaNet	transaction	processing	system	and	other	related	processing	systems,	became	direct	or	indirect subsidiaries	of	Visa	Inc.	The	reorganization	was	accounted	for	as	a	purchase	under	the	guidelines	of	Financial	Accounting	Standards	Board	(FASB) Statement	of	Financial	Accounting	Standards	(SFAS)	No.	141,	"Business	Combinations,"	occurring	on	October	1,	2007,	with	Visa	U.S.A.	deemed	the accounting	acquirer	of	the	ownership	interest	in	Visa	Canada,	Visa	International	and	Inovant	not	previously	held	(including	Visa	Europe's	interest	in	Visa International	and	Inovant).	The	operating	results	of	the	acquired	interests	in	Visa	International	and	Visa	Canada	are	included	in	the	consolidated statements	of	operations	of	Visa	Inc.	from	October	1,	2007.

The	data	set	forth	below	should	be	read	in	conjunction	with	Item	7— "Management's	Discussion	and	Analysis	of	Historical	and	Pro	Forma	Financial Condition	and	Results	of	Operations"	and	the	Visa	Inc.	fiscal	2008	consolidated	financial	statements	and	the	notes	thereto	included	elsewhere	in	this report.

# Selected	Financial	and	Statistical	Data

(1) Historical	balances	for	the	statements	of	operations	and	balance	sheet	data	prior	to	October	1,	2007	represent	balances	for	Visa	U.S.A.	Inc., deemed	the	accounting	acquirer	in	the	business	combination.

(2) Visa	U.S.A.	recorded	a	cumulative	effect	of	accounting	change	in	fiscal	2005	related	to	its	membership	interest	in	Visa	International	and	in	fiscal 2004	related	to	Visa	U.S.A.	changing	its	method	of	amortizing	volume	and	support	agreements.	These	accounting	changes	resulted	in	additional net	income	of	$96	million	in	fiscal	2005	and	a	$6	million	decrease	to	net	income	in	fiscal	2004.

(3) 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	settlement	of	the	American	Express	litigation	as	described	in	Note	23—Legal	Matters	to Visa	Inc.'s	audited	financial	statements	included	in	Item	8	of	in	this	report.

We	believe	that	payments	volume	and	transactions	processed	are	key	drivers	of	our	business.	Payments	volume	is	the	primary	basis	for	service fee	revenue.	Payments	volume	is	the	total	monetary	value	of	transactions	for	goods	and	services	that	are	purchased	with	cards	bearing	our	brands. Transactions	processed	by	VisaNet	are	the	primary	basis	for	data	processing	revenue.	The	tables	below	set	forth	payments	volume	and	transaction volume	for	Visa	Inc.	and	Visa	U.S.A.,	deemed	the	accounting	acquirer	in	the	business	combination	and	certain	pro-forma	comparable	payments	volume and	transaction	information	for	Visa	Inc.

(4) Payments	volume	is	based	on	quarterly	operating	certificates	from	our	customers	and	is	unaudited.	Year-over-year	payments	volume	change	for 2004	represents	the	change	compared	to	2003.

(5) Transactions	processed	are	accumulated	by	our	payment	systems.

(6) Prior	to	the	business	combination,	there	were	multiple	transaction	measures	used	by	different	participants	in	the	business	combination.	The Company	adopted	a	consistent	transaction	measurement	methodology	effective	with	the	business	combination	on	October	1,	2007	and	Visa U.S.A.	conformed	to	this	methodology.	Historical	comparable	transactional	data	prior	to	fiscal	2006	is	unavailable.

(7) There	is	no	historical	combined	statement	of	operations	of	Visa	Inc.	prior	to	October	1,	2007,	because	Visa	Inc.	did	not	have	any	operations	prior to	the	reorganization.	In	order	to	provide	insight	into	our	operating	results	and	trends	affecting	our	business,	we	have	included	the	pro	forma selected	statement	of	operations	data	for	fiscal	2007,	as	if	the	reorganization	had	occurred	on	October	1,	2006.	This	pro	forma	information	is derived	from	our	audited	consolidated	financial	statements	and	presented	in	accordance	with	SFAS	No.	141,	"Business	Combinations" ("SFAS	141").

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

Transparency	and	clarity	are	integral	to	successful	financial	reporting	and	we	continually	strive	to	provide	informative	financial	disclosures	with	an accurate	view	of	our	operating	results	and	financial	position.

Our	management's	discussion	and	analysis	("MD&A")	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	and	pro	forma	basis	and	outlines	the	factors	that	have affected	recent	earnings,	as	well	as	those	factors	that	may	affect	future	earnings.	Our	MD&A	is	presented	in	nine	sections:

•	 Results	of	Operations

•Liquidity	and	Capital	Resources

•	 Off-Balance	Sheet	Arrangements

•	 Related	Parties

•	 Critical	Accounting	Estimates

•Impact	of	Recent	Accounting	Pronouncements

•	 Quantitative	and	Qualitative	Disclosures	about	Market	Risk

The	following	discussion	and	analysis	should	be	read	in	conjunction	with	Visa	Inc.'s	audited	consolidated	financial	statements	and	related	notes included	elsewhere	in	this	report.

Visa	operates	the	world's	largest	retail	electronic	payments	network	and	manages	the	world's	most	recognized	global	financial	services	brand.	We provide	financial	institutions	with	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	will	continue	to	yield	significant	growth	opportunities.	We	will	continue	to	explore	additional	opportunities	to	enhance	our	competitive position	by	expanding	the	scope	of	payment	services	to	benefit	our	existing	customers	and	to	position	Visa	to	serve	more	and	different	constituencies.

In	order	to	respond	to	industry	dynamics	and	enhance	Visa's	ability	to	compete,	Visa	consummated	a	reorganization	in	October	2007	in	which	Visa U.S.A.,	Visa	International,	Visa	Canada	and	Inovant	became	direct	or	indirect	subsidiaries	of	Visa	Inc.,	a	Delaware	stock	corporation.	Visa	Europe remained	an	independent	company	owned	by	its	financial	institutions.	To	further	enhance	our	competitive	position,	we	successfully	completed	an	IPO	in March	2008.	Further	details	of	our	reorganization	and	IPO	are	discussed	below	in	"The	Reorganization	and	IPO."	We	believe	that	successful	completion of	the	reorganization	and	IPO	position	us	to	best	execute	our	business	strategy.

The	global	alignment	of	various	functions	and	best	practices	subsequent	to	the	IPO	provides	us	the	business	scale	to	effectively	deliver	our	existing core	products	across	more	and	different	geographies	in	the	near	term	and	to	accelerate	the	delivery	of	product	innovations	across	different	market segments	in	the	long	term.	The	alignment	of	our	global	sales	and	new	product	development	functions	will	also	help	to	deliver	consistent	and	superior client	services	that	meet	local	market	needs.

New	product	development	is	a	critical	business	priority	for	Visa.	It	enables	us	to	maintain	our	industry	leader	position	by	capitalizing	on	the	payment industry's	growth	opportunities	and	to	execute	our	business	strategy	in	the	long	term.	More	broadly,	new	product	development	encourages	economic growth	and	enhances	the	trust	and	integrity	of	electronic	payments.	The	following	business	initiatives	expand	the	scope	of	payment	solutions	to	benefit existing	customers	and	position	Visa	to	serve	more	and	different	constituencies.	Although	the	short	term	volume	expected	from	these	initiatives	is relatively	small	in	comparison	to	total	Visa	volume	today,	we	believe	they	are	the	foundation	which	will	fuel	incremental	volume	on	our	payments	network in	the	long	term.

•	 Prepaid.	By	offering	consumers	an	option	to	"pay	ahead",	we	are	able	to	reach	new	demographics,	particularly	the	unbanked	or	underbanked consumers	in	the	United	States	and	globally.	Prepaid	products	allow	us	to	expand	our	business	relationships	with	new	clients	such	as	those in	the	government	and	healthcare	sectors,	while	increasing	our	brand	presence	across	different	market	segments.	We	continue	to	identify opportunities	to	deliver	prepaid	products	to	meet	the	needs	of	specific	local	and	regional	markets.

•	 Mobile	and	eCommerce.	As	the	internet	and	mobile	phones	become	increasingly	accessible	around	the	world,	they	provide	ideal	platforms for	us	to	expand	our	network	capabilities	to	deliver	not	only	payment	solutions	but	also	related	information	services	–	such	as	cardholder account	activity,	targeted	merchant	offers,	or	instant	ATM	locator.	We	have	launched	a	suite	of	pilot	consumer	and	commercial	programs	and intend	to	continually	invest	in	related	technologies,	either	through	strategic	investments	or	other	partnerships,	to	help	enhance	Visa's	brand position	as	global	commerce	and	information	sharing	are	increasingly	conducted	over	internet	and	mobile	platforms.

•	 Money	Transfer.	Individual	and	business	consumers	across	the	globe	transfer	money	daily	to	conduct	day-to-day	business.	Our	Money Transfer	product	provides	a	secure,	convenient	and	person-to-person	platform	to	transfer	money	between	Visa	cardholders	around	the world.	Money	Transfer	is	a	relevant	product	that	meets	current	market	needs	particularly	in	countries	outside	the	United	States.

Our	business	is	affected	by	overall	economic	conditions	and	consumer	spending	patterns.	Many	of	our	financial	institution	customers	are	facing increased	financial	strain	due	to	current	turbulence	in	the	financial	and	credit	markets.	Should	financial	institutions	face	limited	access	to	credit,	this	may in	turn	constrain	their	ability	to	extend	credit,	ultimately	impacting	overall	economic	spending.	Current	economic	conditions	have	also	led	to	consolidation in	the	financial	sector.	Should	the	trend	toward	consolidation	in	the	financial	sector	continue,	this	may	have	the	effect	of	slowing	our	rate	of	revenue growth	in	the	future,	should	one	of	our	customers	be	acquired	by	a	financial	institution	which	is	aligned	with	one	of	our	competitors.	Our	rate	of	revenue growth	may	also	be	impacted	by	price	compression	should	one	of	our	financial	institution	customers	absorb	another	financial	institution	and	qualify	for higher	volume-based	discounts	on	the	combined	volumes	of	the	merged	business.

We	expect	that	continued	turbulence	in	overall	economic	conditions	will	moderate	consumer	and	commercial	discretionary	spending,	and	our	rate of	credit	payments	volume	growth,	in	the	near	term.	However,	we	believe	that	the	continued	secular	shift	to	debit	payment	products	for	non-discretionary spending	will	buffer	the	near	term	impact	to	our	overall	payments	volume	growth.

There	is	no	historical	combined	statement	of	operations	of	Visa	Inc.	prior	to	October	1,	2007,	because	Visa	Inc.	did	not	have	any	operations	prior to	the	reorganization.	In	order	to	provide	insight	into	our	operating	results	and	trends	affecting	our	business,	this	management's	discussion	and	analysis of	our	operating	results	includes	a	comparison	of	the	results	of	operations	for	fiscal	2008	to	the	pro	forma	results	of	operations	for	fiscal	2007,	as	if	the reorganization	had	occurred	on	October	1,	2006.	This	pro	forma	information	is	derived	from	our	audited	consolidated	financial	statements,	and

presented	in	accordance	with	SFAS	No.	141,	"Business	Combinations"	("SFAS	141").	See	Note	3—The	Reorganization	to	our	consolidated	financial statements	included	elsewhere	in	this	report.	In	addition,	this	management's	discussion	and	analysis	includes	a	comparison	of	our	operating	results	for fiscal	2008	to	the	operating	results	of	Visa	U.S.A.,	deemed	the	accounting	acquirer	in	the	reorganization,	for	fiscal	2007	and	2006.

We	believe	that	payments	volume	and	processed	transactions	are	key	drivers	of	our	business.	Payments	volume	is	the	basis	for	service	fees	and processed	transactions	are	the	basis	for	data	processing	fees.	Current	period	service	fees	are	generated	from	payments	volume	on	Visa-branded	cards for	goods	and	services	in	the	preceding	quarter,	exclusive	of	PIN-based	debit	volume.	Payments	volume	and	revenues	are	impacted	by	changes	in currency	rates.	Payments	volume	and	revenues	increased,	reflecting	in	part	the	impact	of	the	weaker	U.S.	dollar,	during	fiscal	2008	compared	to	pro forma	fiscal	2007.	Payments	volume	increased	17%,	to	$2.7	trillion	during	fiscal	2008,	with	double-digit	growth	in	all	product	categories.	Growth	in	the United	States	continues	to	reflect	increases	in	non-discretionary	spending	and	growth	in	debit.	Growth	outside	the	U.S.	reflects	continued	penetration	into emerging	markets.	Payments	volume	does	not	impact	the	operating	revenues	we	earn	from	Visa	Europe.

The	following	tables	set	forth	product	payments	volumes	for	the	periods	presented:

|  | ended | ended |  | ended | ended |  | ended | ended |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | June\t30, | June\t30, | % | June\t30, | June\t30, | % | June\t30, | June\t30, | % |
|  | 2008^(4) | 2007^(4) | Change | 2008^(4) | 2007^(4) | Change | 2008^(4) | 2007^(4) | Change |
|  |  |  |  | (in\tbillions,\texcept\tpercentages) | (in\tbillions,\texcept\tpercentages) |  |  |  |  |
| Payments\tVolume |  |  |  |  |  |  |  |  |  |
| Consumer\tcredit | $661 | $624 | 6% | $802 | $634 | 27% | $1,463 | $1,258 | 16% |
| Consumer\tdebit(1) | 733 | 637 | 15% | 133 | 93 | 43% | 866 | 730 | 19% |
| Commercial\tand\tother | 217 | 188 | 16% | 108 | 90 | 20% | 325 | 278 | 17% |
| Total\tPayments\tVolume | $1,611 | $1,449 | 11% | $1,043 | $817 | 28% | $2,654 | $2,266 | 17% |
| Cash\tvolume | 406 | 382 | 6% | 1,127 | 834 | 35% | 1,533 | 1,216 | 26% |
| Total\tVolume(2) | $2,017 | $1,831 | 10% | $2,170 | $1,651 | 31% | $4,187 | $3,482 | 20% |

(2) Total	volume	is	the	sum	of	total	payments	volume	and	cash	volume.	Total	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.

(3) Includes	Bulgaria	and	Romania	through	March	31,	2007,	after	which	time	such	countries	became	part	of	Visa	Europe.

(4) Service	fee	revenue	in	a	given	quarter	is	assessed	based	on	payments	volume	in	the	prior	quarter,	excluding	PIN-based	debit	volume.	Therefore, service	fees	reported	with	respect	to	the	twelve	months	ended	September	30,	2008	and	September	30,	2007	were	based	on	payments	volume reported	by	our	financial	institution	customers	for	the	twelve	months	ended	June	30,	2008	and	June	30,	2007,	respectively.

Processed	transactions	increased	by	4.2	billion,	or	13%,	to	37.0	billion	during	fiscal	2008	compared	to	prior	year.	Growth	in	transactions	processed in	the	United	States	accounted	for	the	majority	of	growth	in	transactions	processed.	We	continue	to	identify	opportunities	to	expand	our	processing	role outside	of	the	United	States	through	the	penetration	of	our	core	products	and	the	delivery	of	new	and	innovative	products	that	meet	the	needs	of	regional markets.

The	following	table	sets	forth	transaction	volumes	processed	by	our	VisaNet	system	during	the	periods	presented:

|  | Visa	Inc.<br>Fiscal<br>2008 | 2007<br>Pro<br>Forma | %	Change |
| :--- | :--- | :--- | :--- |
|  | (in\tmillions) |  |  |
| Total\ttransactions | 36,956 | 32,720 | 13% |

Operating	income	as	a	percentage	of	operating	revenues,	or	operating	margin,	was	20%	for	fiscal	2008	compared	with	pro	forma	operating	margin of	(21%)	in	fiscal	2007.	Our	fiscal	2008	operating	income	includes	a	litigation	provision	of	$1.5	billion,	which	contains	an	additional	litigation	provision	of $1.1	billion	in	connection	with	an	agreement	reached	with	Discover	Financial	Services,	to	settle	pending	litigation.	Since	the	Discover	litigation	is	covered by	the	Company's	Retrospective	Responsibility	Plan,	responsibility	for	the	settlement	is	allocated	to	the	Company's	class	B	shareholders	via	an	escrow account	and	other	mechanisms	previously	established	under	the	plan.	Refer	to	Note	23—Legal	Matters	and	Note	5—Retrospective	Responsibility	Plan	to our	consolidated	financial	statements	included	elsewhere	in	this	report	for	additional	information.	The	increase	in	our	operating	margin	during	2008	is primarily	attributable	to	growth	in	operating	revenues	resulting	from	pricing	changes	and	new	fees.

# Impact	of	Foreign	Currency	Rates

Our	operating	revenues	are	impacted	by	fluctuations	in	foreign	currency	rates.	Operating	revenues	are	impacted	by	the	overall	strengthening	or weakening	of	the	U.S.	dollar	compared	to	local	or	regional	currencies	in	which	our	payments	volumes	occur.	Revenue	growth	attributable	to	the weakening	of	the	U.S.	dollar	during	fiscal	2008	was	approximately	2%	compared	to	the	prior	year	and	primarily	impacts	service	fees	and	international transaction	fees.	Should	the	recent	strengthening	of	the	U.S.	dollar	continue,	this	would	have	the	opposite	impact	on	our	revenues.

# The	Reorganization	and	IPO

Our	reorganization	in	October	2007	and	subsequent	IPO	in	March	2008	generated	certain	unique	and	non-recurring	business	events	and transactions.	Visa	Europe	did	not	become	a	subsidiary	of	Visa	Inc.,	but	rather	remained	owned	by	its	member	financial	institutions	and	entered	into	a	set of	contractual	arrangements	with	Visa	Inc.	In	connection	with	the	reorganization,	we	issued	different	classes	and	series	of	shares	reflecting	the	different rights	and	obligations	of	Visa	financial	institution	members	and	Visa	Europe	based	on	the	geographic	region	in	which	they	are	located.

In	March	2008,	we	successfully	completed	an	IPO,	selling	446.6	million	shares	of	class	A	common	stock	to	the	public,	which	raised	$19.1	billion	in net	proceeds.	We	used	$13.4	billion	of	the	net	proceeds	from	the	IPO	to	redeem	a	portion	of	the	class	B	and	class	C	(series	I)	shares	of	Visa's	financial institution	members	and	as	a	result	Visa	is	now	majority	owned	by	the	public.	Pursuant	to	our	Retrospective	Responsibility	Plan,	we	established	an escrow	account	with	$3.0	billion	of	the	net	proceeds	of	the	IPO.	Our	Retrospective	Responsibility	Plan	is	a	central	component	of	the

reorganization	and	is	designed	to	address	potential	liabilities	arising	from	certain	litigation	that	we	refer	to	as	covered	litigation.	Future	settlements	of,	or judgments	in,	the	covered	litigation	will	be	payable	from	the	escrow	account.	Our	capital	structure	was	designed	to	implement	a	key	principle	of	the Retrospective	Responsibility	Plan,	which	is	that	liability	for	the	covered	litigation	would	remain	with	the	holders	of	our	class	B	common	stock,	all	of	which are	members	or	affiliates	of	members	of	Visa	U.S.A.	See	Note	5—Retrospective	Responsibility	Plan	to	our	consolidated	financial	statements	included elsewhere	in	this	report.	The	remaining	net	proceeds	of	$2.7	billion	were	retained	and	have	been	used,	in	October	2008,	to	fund	the	redemption	of	all	of the	class	C	(series	II)	shares	and	a	portion	of	the	class	C	(series	III)	shares	held	by	Visa	Europe.	See	Note	16—Stockholders	Equity	and	Redeemable Shares	to	our	consolidated	financial	statements	elsewhere	in	this	report.

The	reorganization	and	IPO	impacted	our	business,	results	of	operations	and	financial	condition	currently	and	in	future	periods	in	a	number	of significant	ways:

•	 Charges.	We	incurred	charges	related	to	severance	and	other	termination	benefits	totaling	$93	million	during	2008.	We	continue	to	evaluate various	alternatives	for	achieving	synergies	in	the	global	organization	and	expect	to	incur	additional	charges,	which	may	be	significant,	into fiscal	2009.	In	connection	with	the	IPO,	we	granted	equity	compensation	awards	to	employees	and	non-employee	directors.	We	incurred	$74 million	in	share-based	compensation	cost	during	fiscal	2008.

•	 Visa	Europe	put	option.	We	granted	Visa	Europe	the	option	to	cause	the	sale	of	Visa	Europe	to	us.	We	will	record	any	change	in	the	fair market	value	of	this	option	in	our	consolidated	statement	of	operations.	Changes	in	the	value	of	the	put	option	will	result	in	fluctuations	in	our reported	net	income.	The	exercise	of	the	Visa	Europe	put	option	would	also	result	in	a	significant	liquidity	event.	Visa	Europe	may	exercise the	put	option	at	any	time	after	March	25,	2009.

•Income	taxes.	As	a	result	of	completing	the	IPO	and	consequent	ownership	by	parties	other	than	our	financial	institution	customers,	we	are no	longer	eligible	to	claim	the	California	special	deduction	previously	available	to	Visa	U.S.A.	and	Visa	International	Service	Association	on the	basis	that	both	operated	on	a	cooperative	or	mutual	basis.	Our	tax	provision	was	updated	to	reflect	the	loss	of	the	special	deduction during	the	last	six	months	of	fiscal	2008,	resulting	in	an	increase	in	taxes	of	$29	million	in	fiscal	2008.	We	are	evaluating	our	global	corporate tax	structure	as	a	newly	formed	global	company	and	are	considering	various	tax	alternatives	and	strategies	to	assist	in	managing	our effective	tax	rate	in	the	future.	We	expect	to	see	a	gradual	decline	in	our	effective	tax	rate	beginning	in	fiscal	2009.

•	 One	time	tax	benefit.	As	anticipated,	following	our	IPO,	our	earnings	for	the	second	quarter	of	fiscal	2008	increased	by	$107	million	as	a result	of	a	one-time	estimated	tax	benefit	due	to	a	change	in	our	state	tax	apportionment	methodology.

# Operating	Revenues	and	Expenses

# Operating	Revenues

Our	operating	revenues	consist	of	gross	operating	revenues	reduced	by	payments	made	to	customers	and	merchants	under	volume	and	support incentive	arrangements.	Gross	operating	revenues	consist	of	service	fees,	data	processing	fees,	international	transaction	fees	and	other	revenues.	Our operating	revenues	are	primarily	generated	from	fees	calculated	on	the	payments	volume	of	activity	on	Visa-branded	cards,	which	we	refer	to	as	service fees,	and	from	the	fees	charged	for	providing	transaction	processing,	which	we	refer	to	as	data	processing	fees.	Payments	volume	is	reported	by	our customers	and	transactional	information	is	accumulated	by	our	transaction	processing	systems.	Historically,	pricing	has	varied	among	our	different geographies	because	geographies	outside	the	United	States	had	operated	under	an	association	business	model	with	distinct,	autonomous	strategies, boards	of	directors	and	management	teams.	In	2007,	geographies	outside	the	United	States	began	the	transition	to	a	business	model	seeking	to	increase profitability	and	made	competitive	increases	in	their	pricing	structure.	Further	competitive	pricing	changes	were	made	during	fiscal	2008	and	we	will continue	to	assess	opportunities	for	competitive	adjustments	that	align	with	the	value	and	growth	opportunities	provided	to	our	customers.

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 customers	have	the	responsibility	for	issuing	cards	and	determining	interest	rates	and	fees	paid	by	cardholders,	and	most	other	competitive	card	features. Nor	do	we	earn	revenues	from	the	fees	that	merchants	are	charged	for	card	acceptance,	including	the	merchant	discount	rate.	Our	acquiring	customers, which	are	generally	responsible	for	soliciting	merchants,	establish	and	earn	these	fees.

The	following	sets	forth	the	components	of	our	operating	revenues:

# Service	fees

Service	fees	reflect	payments	by	customers	for	their	participation	in	card	programs	carrying	our	brands.	Service	fees	are	primarily	calculated	on	the payments	volume	of	products	carrying	the	Visa	brand.	We	rely	on	our	customers	to	report	payments	volume	to	us.	Service	fees	in	a	given	quarter	are assessed	based	on	payments	volume	in	the	prior	quarter,	excluding	PIN-based	debit	volume.	Therefore,	service	fees	reported	with	respect	to	the	12 months	ended	September	30,	2008,	were	based	on	payments	volumes	reported	by	our	customers	for	the	12	months	ended	June	30,	2008.	Furthermore, pro	forma	service	fees	for	the	twelve	months	ended	September	30,	2007	were	based	on	payments	volumes	reported	by	our	customers	for	the	twelve months	ended	June	30,	2007.	These	actual	and	pro	forma	payments	volumes	also	do	not	include	cash	disbursements	obtained	with	Visa-branded	cards, balance	transfers	or	convenience	checks,	which	we	refer	to	as	cash	volume.	New	service	fees	were	introduced	in	April	2007,	which	apply	to	U.S. consumer	debit,	consumer	credit	and	commercial	payments	volume.	These	fees	supersede	previously	existing	issuer	programs.

# Data	processing	fees

Data	processing	fees	consist	of	fees	charged	to	customers	for	providing	transaction	processing	and	other	payment	services,	including	processing services	provided	under	our	bilateral	services	agreement	with	Visa	Europe.	Data	processing	fees	are	based	on	information	we	accumulate	from	VisaNet, our	secure,	centralized,	global	processing	platform,	which	provides	transaction	processing	services	linking	issuers	and	acquirers.	Data	processing	fees are	recognized	as	revenues	in	the	same	period	the	related	transaction	occurs	or	services	are	rendered.

Data	processing	fees	are	primarily	driven	by	the	number,	size	and	type	of	transactions	processed	and	represent	fees	for	processing	transactions that	facilitate	the	following	services:

•	 Authorization.	Fees	to	route	authorization	requests	to	the	issuer	when	a	merchant,	through	its	acquirer,	requests	approval	of	a	cardholder's transaction.

•	 Clearing	and	settlement.	Fees	for	determining	and	transferring	transaction	amounts	due	between	acquirers	and	issuers.

•	 Single	Message	System,	or	SMS,	switching .	Fees	for	use	of	the	SMS	for	determining	and	transferring	transaction	amounts	between acquirers	and	issuers.

•	 Member	processing.	Fees	for	use	of	the	debit	processing	service,	which	provides	processing	and	support	for	Visa	debit	products	and services.

•	 Processing	guarantee.	Fees	charged	for	network	operations	and	maintenance	necessary	for	ongoing	system	availability.

•	 Other	products	and	services.	Fees	for	miscellaneous	services	that	facilitate	transaction	and	information	management	among	Visa	members.

# International	transaction	fees

International	transaction	fees	are	assessed	to	customers	on	transactions	where	an	issuer	is	domiciled	in	one	country	and	a	merchant's	acquirer	is located	in	another	country.	International	transaction	fees	are	generally	driven	by	cross-border	payments	volume,	which	includes	single	currency transactions,	and	currency	conversion	activities	for	transactions	involving	more	than	one	currency.	International	transaction	fees	are	influenced	in	large part	by	levels	of	travel	and	the	extent	to	which	Visa-branded	products	are	utilized	for	travel	purposes.	These	fees	are	recognized	as	revenues	in	the	same period	the	related	transactions	occur	or	services	are	performed.

# Other	revenues

Other	revenues	consist	primarily	of	optional	service	or	product	enhancements,	such	as	extended	cardholder	protection	and	concierge	services, cardholder	services	and	fees	for	licensing	and	certification.	Other	revenues	also	include	licensing	and	other	service	related	fees	from	Visa	Europe	under the	framework	agreement	entered	into	as	part	of	the	reorganization.	Other	revenues	are	recognized	in	the	same	period	the	related	transactions	occur	or services	are	rendered.

# Volume	and	support	incentives

Volume	and	support	incentives	are	contracts	with	financial	institution	customers,	merchants	and	other	business	partners	for	various	programs designed	to	build	payments	volume,	increase	card	issuance	and	product	acceptance	and	increase	Visa-branded	transactions.	These	contracts,	which range	in	term	from	one	to	13	years,	provide	incentives	based	on	payments	volume	growth	or	card	issuance,	or	provide	marketing	and	program	support based	on	specific	performance	requirements.	We	provide	cash	and	other	incentives	to	certain	customers	in	exchange	for	their	commitment	to	generate certain	payments	volume	using	Visa-branded	products	for	an	agreed	period	of	time.

Pricing	varies	among	our	different	geographies	and	may	be	modified	on	a	customer-by-customer	basis	through	volume	and	support	incentive arrangements.	In	this	regard,	volume	and	support	incentives	represent	a	form	of	price	reduction	to	these	customers.	Accordingly,	we	record	these arrangements	as	a	reduction	to	operating	revenues.	Certain	incentives	are	estimated	based	on	projected	performance	criteria	and	may	change	when actual	performance	varies	from	projections,	resulting	in	adjustments	to	volume	and	support	incentives.	Management	regularly	reviews	volume	and

support	incentives	and	estimates	of	performance.	Estimated	costs	associated	with	these	contracts	are	adjusted	as	appropriate	to	reflect	payments	volume performance	and	projections	that	are	higher	or	lower	than	management's	original	expectation	or	to	reflect	contract	amendments.

# Operating	Expenses

Our	operating	expenses	consist	of:	personnel;	network,	electronic	data	processing	(EDP)	and	communications;	advertising,	marketing	and promotion;	professional	and	consulting	fees;	depreciation	and	amortization;	administrative	and	other;	and	litigation	provision.

# Personnel

Personnel	expense	consists	of	salaries,	stock-based	compensation,	incentives	and	various	fringe	benefits.

# Network,	EDP	and	communications

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

# Advertising,	marketing	and	promotion

Advertising,	marketing	and	promotion	include	expenses	associated	with	advertising	and	marketing	programs,	sponsorships,	promotions	and	other related	incentives	to	promote	the	Visa	brand.	In	connection	with	certain	sponsorship	agreements,	we	have	an	obligation	to	spend	certain	minimum amounts	for	advertising	and	marketing	promotion	over	the	terms	of	the	agreements.

# Visa	International	Fees

Prior	to	the	reorganization,	Visa	U.S.A.	paid	fees	to	Visa	International	based	on	payments	volumes,	exclusive	of	PIN-based	debit	volume,	for services	primarily	related	to	global	brand	management,	global	product	enhancements,	management	of	global	system	development	and	interoperability, and	corporate	support	to	the	entire	Visa	enterprise.	These	fees	ceased	as	a	result	of	the	reorganization	as	Visa	U.S.A.	and	Visa	International	became subsidiaries	of	Visa	Inc.

# Professional	and	consulting	fees

Professional	and	consulting	fees	consist	of	fees	for	consulting,	contractors,	legal	and	other	professional	services.	Legal	costs	for	third	party services	provided	in	connection	with	ongoing	legal	matters	are	expensed	as	incurred.

# Depreciation	and	amortization

Depreciation	and	amortization	include	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 the	reorganization.

# Administrative	and	other

Administrative	and	other	primarily	consist	of	facilities	costs	and	other	corporate	and	overhead	expenses	in	support	of	our	business,	such	as	travel expenses.

# Litigation	provision

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.	In	accordance	with	SFAS No.	5,	"Accounting	for	Contingencies,"	("SFAS	5")	management	records	a	charge	to	income	for	an	estimated	loss	if	such	loss	is	probable	and	reasonably estimable.	We	will	continue	to	review	the	litigation	accrual	and,	if	necessary,	future	adjustments	to	the	accrual	will	be	made.

# Other	Income	(Expense)

Other	income	(expense)	primarily	consists	of	interest	expense,	investment	income,	net	and	other	non-operating	income.

# Interest	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

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

# Other	non-operating	income

Other	non-operating	income	relates	to	the	change	in	fair	value	of	the	liability	under	the	framework	agreement	with	Visa	Europe.

# Visa	Inc.	Fiscal	2008	compared	to	Visa	Inc.	Pro	Forma	Results	for	Fiscal	2007

In	fiscal	2008,	operating	revenues	were	$6.3	billion	compared	to	$5.2	billion	in	fiscal	2007.	The	increase	in	operating	revenues	reflects	an	increase in	payments	volume,	which	increased	17%,	as	well	as	an	increase	in	transactions	processed,	which	increased	by	13%.	Revenue	growth	was	also impacted	by	increases	in	the	monetary	value	and	the	number	of	cross-border	transactions.	Current	economic	conditions	have	led	to	consolidation	in	the financial	sector.	Should	the	trend	toward	consolidation	in	the	financial	sector	continue,	this	may	have	the	effect	of	slowing	our	rate	of	revenue	growth	in the	future,	should	one	of	our	customers	be	acquired	by	a	financial	institution	which	is	aligned	with	one	of	our	competitors.	Our	rate	of	revenue	growth	may also	be	impacted	by	price	compression	should	one	of	our	financial	institution	customers	absorb	another	financial	institution	and	qualify	for	higher	volume- based	discounts	on	the	combined	volumes	of	the	merged	business.	We	expect	that	current	turbulence	in	the	financial	and	credit	markets	will	moderate discretionary	spending,	and	the	rate	of	payments	volume	and	transaction	growth,	in	the	near	term.

The	following	table	sets	forth	our	actual	and	pro	forma	operating	revenues	earned	in	the	U.S.,	throughout	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.	See	Note	4—Visa	Europe	to	our	consolidated	financial	statements	included elsewhere	in	this	report.

|  |  | Pro |  |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Visa\tInc. | Forma | $% |  |
|  | 2008 | 2007 | Change | Change |
|  |  | (in\tmillions,\texcept\tpercentages) | (in\tmillions,\texcept\tpercentages) |  |
| U.S.\toperating\trevenues | $3,664 | $3,312 | $352 | 11% |
| Rest\tof\tworld\toperating\trevenues | \t 2,378 | \t 1,688 | 690 | 41% |
| EU\tfee\toperating\trevenues | 221 | 193 | 28 | 15% |
| Total\tOperating\tRevenues | $6,263 | $5,193 | $1,070 | 21% |

Operating	revenues	earned	throughout	the	rest	of	the	world	for	the	twelve	month	periods	ended	September	30,	2008	and	2007	represented	38% and	33%	of	total	operating	revenues,	respectively.	Growth	in	operating	revenues	earned	throughout	the	rest	of	the	world	accounted	for	64%	of	the increase	in	total	operating	revenues	for	the	twelve	month	periods.	The	increase	in	operating	revenues	throughout	the	rest	of	the	world	reflects	the	impact of	pricing	modifications	made	on	various	services	during	the	second	half	of	fiscal	2007	as	those	geographies	transitioned	to	a	business	model	seeking	to increase	profitability.	While	we	believe	that	these	pricing	changes	will	generate	ongoing	benefits,	we	do	not	believe	that	this	rate	of	revenue	growth	is representative	of	sustainable	future	revenue	growth	because	it	includes	the	impact	of	these	pricing	modifications.	We	expect	future	price	increases	to correlate	more	closely	with	innovations	in	our	product	line	and	improvements	in	our	service	model.	We	regularly	review	our	pricing	strategy	to	ensure	that it	competitively	aligns	with	the	value	and	growth	opportunities	provided	to	our	customers.

A	significant	portion	of	the	revenues	we	earn	outside	the	United	States	result	from	cross-border	business	and	leisure	travel.	Revenues	from processing	foreign	currency	transactions	for	our	customers	fluctuate	with	cross-border	travel	and	our	customers'	need	for	transactions	to	be	converted into	their	base	currency.	We	expect	that	current	worldwide	turbulence	in	the	financial	and	credit	markets	will	moderate	discretionary	spending,	and	the rate	of	cross-border	business	and	leisure	travel,	in	the	near	term.

The	following	table	sets	forth	the	components	of	our	actual	and	pro	forma	total	operating	revenues.

|  |  | Fiscal	Year	ended	September	30, | Fiscal	Year	ended	September	30, |  |
| :--- | :--- | :--- | :--- | :--- |
|  |  | Pro |  |  |
|  | Visa\tInc. | Forma | $% |  |
|  | 2008 | 2007 | Change | Change |
|  |  | (in\tmillions,\texcept\tpercentages) | (in\tmillions,\texcept\tpercentages) |  |
| Service\tfees | $3,061 | $2,582 | $479 | 19% |
| Data\tprocessing\tfees | 2,073 | \t 1,659 | 414 | 25% |
| International\ttransaction\tfees | 1,721 | \t 1,193 | 528 | 44% |
| Other\trevenues | 569 | 473 | 96 | 20% |
| Volume\tand\tsupport\tincentives | (1,161) | (714) | (447) | 63% |
| Total\tOperating\tRevenues | $6,263 | $5,193 | $1,070 | 21% |

Payments	volume	on	Visa-branded	cards	for	goods	and	services	in	the	preceding	quarter,	exclusive	of	PIN-based	debit	volume,	is	the	basis	for service	fees.	Payments	volume	increased	$388.3	billion,	or	17%,	to	$2.7	trillion	for	the	twelve	months	ended	June	30,	2008,	compared	to	the	prior	year comparable	period.	Growth	in	service	fees	outpaced	the	growth	in	underlying	payments	volume	due	primarily	to	new	service	fees	introduced	in	April	2007 which	superseded	previously	existing	arrangements	with	issuers.	The	new	fees	increased	service	fee	revenue	by	$131	million,	or	5%,	in	fiscal	2008.	As noted	above,	our	rate	of	future	revenue	growth	may	be	impacted	by	ongoing	consolidation	in	the	financial	sector.	We	also	expect	that	current	turbulence in	the	financial	and	credit	markets	will	moderate	discretionary	spending,	and	the	rate	of	payments	volume	growth,	in	the	near	term.

The	increase	in	data	processing	fees	reflects	13%	growth	in	the	number	of	transactions	processed.	We	processed	37.0	billion	transactions	during fiscal	2008,	compared	to	32.8	billion	in	fiscal	2007.	Growth	in	data	processing	fees	outpaced	the	growth	in	underlying	transaction	volumes	primarily	due to	new	services	and	various	pricing	modifications	both	inside	and	outside	the	United	States	which	collectively	increased	data	processing	fees	by	7%. Certain	of	the	data	processing	pricing	modifications	took	place	following	the	beginning	of	the	third	quarter	of	the	prior	fiscal	year	resulting	in	revenues which	continued	to	grow	at	a	faster	rate	than	transactions.	The	pricing	increases	outside	the	United	States	reflect	transition	to	a	business	model	seeking to	increase	profitability.	While	we	believe	these	pricing	changes	will	generate	ongoing	benefits,	we	do	not	believe	that	the	rate	of	growth	in	data processing	fees	is	representative	of	sustainable	future	revenue	growth	because	it	includes	the	impacts	of	these	changes	in	pricing.	As	noted	above,	our rate	of	future	revenue	growth	may	be	impacted	by	ongoing	consolidation	in	the	financial	sector.	We	also	expect	that	current	turbulence	in	the	financial and	credit	markets	will	moderate	discretionary	spending,	and	the	rate	of	payments	volume	and	transaction	growth,	in	the	near	term.

The	increase	in	international	transaction	fees	was	primarily	driven	by	cross-border	payments	volume,	which	experienced	double	digit	growth, reflecting	more	cross-border	transactions	and	the	continued	expansion	in	the	use	of	electronic	payments	for	travel	purposes.	During	fiscal	2008,	growth in	international	transaction	fees	outpaced	the	increase	in	cross-border	payments	volume	primarily	due	to	modifications	to	pricing	structures	for	certain international	transactions	in	the	United	States	in	April	2008,	as	well	as	pricing	increases	outside	the	United	States	which	took	place	in	all	geographical regions	during	the	first	half	of	fiscal	2007	as	our	businesses	outside	the	United	States	transitioned	to	a	business	model	seeking	to	increase	profitability. While	we	believe	the	pricing	modifications	will	generate	ongoing	benefits,	we	do	not	believe	that	the	rate	of	growth	in	international	transaction	fees	is representative	of	sustainable	future	revenue	growth	because	it	includes	the	impacts	of	these	changes	in	pricing.	Growth	in	international	transaction	fees also	reflects	the	positive	impact	of	the	weak	U.S.	dollar	throughout	most	of	fiscal	2008.	As	noted	above,	we	expect	that	current	worldwide	turbulence	in the	financial	and	credit	markets	will	moderate	discretionary	spending,	and	the	rate	of	cross-border	business	and	leisure	travel,	in	the	near	term.	The impact	of	this	trend	on	our	revenues	could	be	amplified	should	the	current	strengthening	of	the	U.S.	dollar	continue.

The	increase	in	other	revenues	was	primarily	driven	by	growth	in	fees	related	to	the	Visa	Extras	loyalty	platform	in	which	enrolled	Visa	cardholders earn	reward	points	toward	qualifying	purchases.	Visa	earns	revenues	from	its	financial	service	institution	customers	for	administrative	and	rewards

fulfillment	services	performed	in	support	of	the	Visa	Extras	platform.	Visa	Extras	contributed	to	an	increase	in	other	revenue	of	9%.	Growth	in	other revenues	was	also	impacted	by	increases	in	fines	associated	with	our	Cardholder	Information	Security	Program	for	acquirers	whose	merchants	have	not yet	met	compliance	standards.

The	increase	in	volume	and	support	incentives	in	the	current	period	was	primarily	attributable	to	unusually	lower	levels	of	contra	revenue	recorded in	fiscal	2007.	The	lower	volume	and	support	incentives	in	fiscal	2007	were	primarily	driven	by	significant	performance	adjustments	recorded	in	the	prior year.	In	addition,	fiscal	2008	incentives	reflect	the	accounting	impacts	of:	(i)	conforming	accounting	policies	of	the	acquired	regions	to	that	of	the accounting	acquirer;	and	(ii)	the	retirement	of	certain	issuer	programs	in	the	prior	year.	Further	detail	of	these	and	other	factors	are	provided	below.

•	 We	recorded	downward	adjustments	of	$81	million	related	to	U.S.	based	volume	and	support	incentives	in	fiscal	2007	compared	to	$15 million	in	fiscal	2008,	resulting	in	a	year-over-year	increase	of	$66	million.

•	 As	anticipated,	volume	and	support	incentives	increased	during	fiscal	2008	due	to	a	non-recurring	charge	in	the	second	fiscal	quarter	related to	a	customer	agreement	executed	in	the	period,	which	increased	volume	and	support	incentives	by	$70	million.

•	 As	further	anticipated,	the	accounting	impact	of	volume	and	support	incentives	assumed	upon	the	restructuring	of	certain	issuer	programs	in fiscal	2007	increased	volume	and	support	incentives	by	$188	million.

Additional	increases	in	volume	and	support	incentives	reflect	the	impact	of	new	contracts	and	higher	payments	volumes	and	number	of transactions	processed.	The	actual	amount	of	volume	and	support	incentives	will	vary	based	on	modifications	to	performance	expectations	for	these contracts,	amendments	to	contracts	or	new	contracts.

The	net	liability	of	volume	and	support	incentives	changed	as	follows:

|  | Fiscal	2008 | Fiscal	2007 |
| :--- | :--- | :--- |
|  | (in\tmillions) | (in\tmillions) |
| Beginning\tbalance\tat\tOctober\t1,\tnet\tliability (1) | $(87) | $(274) |
| Provision |  |  |
| Current\tyear\tprovision | (1,167) | (805) |
| Performance\tadjustments(2) | 15 | 81 |
| Contractual\tamendments(3) | (9) | 10 |
| Subtotal\tvolume\tand\tsupport\tincentives | (1,161) | (714) |
| Payments | 1,378 | 901 |
| Ending\tbalance\tat\tSeptember\t30,\tnet\tasset\t(liability) (4) | $130 | $(87) |

(1) Balance	represents	the	net	of	the	current	and	long	term	asset	and	current	liability	portions	of	volume	and	support	incentives	of	Visa	Inc.	at October	1,	2007	and	October	1,	2006	on	a	pro	forma	basis,	respectively.

(2) Amount	represents	adjustments	resulting	from	management's	refinement	of	its	estimate	of	projected	sales	performance	as	new	information becomes	available.

(3) Amount	represents	adjustments	resulting	from	amendments	to	existing	contractual	terms.

(4) Balance	represents	the	net	of	the	current	and	long	term	asset	and	current	liability	portions	of	volume	and	support	incentives	as	presented	in	the consolidated	balance	sheet	of	Visa	Inc.	at	September	30,	2008	and	September	30,	2007,	respectively.

Operating	expenses	decreased	20%	for	fiscal	2008,	compared	to	the	prior	year	comparable	period.	The	change	primarily	reflects	decreases	in	the litigation	provision	and	professional	and	consulting	fees.

The	following	table	sets	forth	the	components	of	our	actual	and	pro	forma	operating	expenses.

|  |  | Pro |  |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Visa\tInc. | Forma | $% |  |
|  | 2008 | 2007 | Change | Change |
|  |  | (in\tmillions,\texcept\tpercentages) | (in\tmillions,\texcept\tpercentages) |  |
| Personnel | $1,199 | $1,159 | $40 | 3% |
| Network,\tEDP\tand\tcommunications | 339 | 308 | 31 | 10% |
| Advertising,\tmarketing\tand\tpromotion | \t 1,016 | \t 1,075 | (59) | (5)% |
| Professional\tand\tconsulting\tfees | 438 | 552 | (114) | (21)% |
| Depreciation\tand\tamortization | 237 | 228 | 9 | 4% |
| Administrative\tand\tother | 332 | 334 | (2) | (1)% |
| Litigation\tprovision | \t 1,470 | \t 2,653 | (1,183) | (45)% |
| Total\tOperating\tExpenses | $5,031 | $6,309 | $(1,278) | (20)% |

The	increase	in	personnel	expense	for	fiscal	2008	reflects	the	offsetting	impacts	of	charges	incurred	with	the	reorganization	and	IPO	and	reduction of	certain	pension	and	incentive	expenses.

Personnel	expense	increased	due	to	the	combined	impacts	of:	(i)	severance	and	other	charges	incurred	during	the	period	associated	with workforce	consolidation	and	elimination	of	overlapping	functions;	(ii)	compensation	expenses	related	to	stock-based	awards	granted	to	employees	in connection	with	our	IPO	and	(iii)	a	pension	settlement	charge	of	$27	million	related	to	early	recognition	of	actuarial	losses	related	to	employee	attrition during	fiscal	2008.	During	fiscal	2008,	we	incurred	$93	million	in	severance	and	other	charges	related	to	workforce	consolidation,	an	increase	of	$80 million	over	similar	charges	recorded	in	the	fourth	quarter	of	the	prior	fiscal	year.	In	connection	with	our	IPO	in	March	2008,	employees	were	granted stock-based	awards	and	as	a	result,	we	recognized	$74	million	in	compensation	expense	during	fiscal	2008.

Charges	incurred	related	to	workforce	consolidation	and	equity	awards	were	offset	by	reductions	in	pension	expense	of	$34	million	due	to conversion	of	our	defined	benefit	pension	plan	to	a	cash-balance	plan	in	fiscal	2008	and	due	to	the	absence	of	a	special	$53	million	IPO	incentive	granted to	employees	in	the	fourth	quarter	of	the	prior	fiscal	year.

Due	to	the	deterioration	in	market	conditions	and	the	resulting	impact	on	the	fair	value	of	our	pension	plan	assets	upon	remeasurement	at September	30,	2008,	we	expect	that	our	pension	plan	expense	will	increase	in	fiscal	2009.	Also,	we	continue	to	evaluate	various	alternatives	for achieving	synergies	in	the	global	organization	and	expect	to	incur	additional	severance	charges,	which	may	be	significant,	in	fiscal	2009.

The	increase	in	network,	EDP	and	communications	expense	during	fiscal	2008	reflects	a	6%	increase	in	maintenance,	equipment	rental	and	other costs	related	to	outsourcing	certain	development	activities	to	remote	locations	compared	to	the	prior	year.	Maintenance	and	equipment	rental	costs	may

continue	to	increase	over	time	as	we	continue	to	evaluate	outsourcing	alternatives	for	certain	support	functions.	The	remainder	of	the	increase	primarily reflects	an	increase	in	fees	for	debit	processing	services	related	to	processing	transactions	through	non-Visa	networks.

The	decrease	in	advertising,	marketing	and	promotion	expense	in	fiscal	2008	was	primarily	driven	by	the	absence	of	certain	joint	promotional campaigns	with	financial	institution	customers	from	the	fourth	quarter	of	fiscal	2007	that	did	not	recur	during	fiscal	2008.	The	absence	of	these	joint promotional	campaigns	reduced	advertising,	marketing	and	promotion	expense	by	$104	million.	This	decrease	was	offset	by	higher	advertising	and promotion	spending	in	connection	with	the	2008	Beijing	Summer	Olympics	coupled	with	increased	promotional	activity	related	to	our	Visa	Extras	reward program.

The	reduction	in	professional	fees	during	fiscal	2008	reflects	the	absence	of	consulting	and	legal	fees	incurred	in	the	prior	year	in	connection	with our	reorganization.	During	the	first	half	of	fiscal	2008,	consulting	and	legal	fees	incurred	to	support	the	IPO	in	fiscal	2008	were	offset	against	the	net proceeds	from	our	IPO,	reducing	professional	and	consulting	fees	by	$24	million	versus	the	prior	year	comparable	period.	During	2007,	professional	fees incurred	to	support	the	reorganization	were	expensed.	The	reduction	in	consulting	and	legal	fees	attributable	to	the	absence	of	prior	year	reorganization expenses	was	$94	million.	Additionally,	legal	fees	decreased	in	fiscal	2008	reflecting	settlement	of	the	American	Express	litigation	in	fiscal	2007.

The	decrease	in	litigation	provision	primarily	reflects	(i)	the	absence	of	a	$1.9	billion	provision	related	to	the	settlement	of	outstanding	litigation	with American	Express	made	in	the	fourth	quarter	of	fiscal	2007,	offset	by	(ii)	an	increase	during	the	fourth	fiscal	quarter	of	fiscal	2008	of	$1.1	billion	to	our litigation	provision	in	connection	with	settlement	of	litigation	with	Discover	Financial	Services.	Since	both	of	these	matters	are	covered	by	our Retrospective	Responsibility	Plan,	responsibility	for	the	settlement	is	allocated	to	our	class	B	shareholders	via	an	escrow	account	and	other	mechanisms previously	established	under	the	plan.	The	increase	also	reflects	additional	accruals	made	in	fiscal	2008	under	the	provisions	of	SFAS	5,	related	to	other covered	litigation.	See	Note	23—Legal	Matters	and	Note	5—Retrospective	Responsibility	Plan	to	our	consolidated	financial	statements	included elsewhere	in	this	report.

The	following	table	sets	forth	the	components	of	our	other	income	(expense)	for	fiscal	2008	compared	to	our	other	income	(expense)	on	a	pro	forma basis	for	fiscal	2007.

|  |  | Pro |  |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Visa\tInc. | Forma | $% |  |
|  | 2008 | 2007 | Change | Change |
|  |  | (in\tmillions,\texcept\tpercentages) | (in\tmillions,\texcept\tpercentages) |  |
| Equity\tin\tearnings\tof\tunconsolidated\taffiliates | $1 | $ — | $1 | NM |
| Interest\texpense | (143) | (96) | (47) | 49% |
| Investment\tincome,\tnet | 211 | 197 | 14 | 7% |
| Other | 35 | 8 | 27 | NM |
| Total\tOther\tIncome\t(Expense) | $104 | $109 | $(5) | (5)% |

The	increase	in	interest	expense	in	fiscal	2008	compared	to	the	prior	year	comparable	period	was	primarily	due	to	interest	accretion	attributed	to the	American	Express	settlement.	See	Note	23—Legal	Matters	to	our	consolidated	financial	statements	included	elsewhere	in	this	report.

The	increase	in	investment	income,	net	during	fiscal	2008	compared	to	the	prior	year	comparable	period	was	primarily	due	to	interest	earned	of approximately	$70	million	on	both	the	litigation	escrow,	and	the	portion	of	the	IPO	proceeds	retained	to	redeem	the	shares	of	class	C	(series	II)	and	class C	(series	III)	common	stock.	See	Note	4—Visa	Europe	and	Note	5—Retrospective	Responsibility	Plan	to	our	consolidated	financial	statements	included elsewhere	in	this	report.	This	increase	was	offset	by	net	realized	losses	and	other-than-temporary	impairment	of	$68	million	on	investments	and	a	money market	fund.	See	Liquidity	and	Capital	Resources,	below,	and	Note	6—	Investments	and	Note	7—Prepaid	Expenses	and	Other	Assets	to	our consolidated	financial	statements	included	elsewhere	in	this	report.	We	expect	that	the	level	of	interest	income	will	decrease	following	the	redemption	of shares	of	class	C	(series	II)	and	class	C	(series	III)	common	stock	which	took	place	in	October	2008.

Other	non-operating	income	in	fiscal	2008	reflects	a	change	in	the	fair	market	value	of	our	liability	under	the	Framework	Agreement	with	Visa Europe	due	to	changes	in	the	LIBOR	interest	rate.	See	Note	4—Visa	Europe	to	our	consolidated	financial	statements	included	elsewhere	in	this	report.

# Income	Taxes

Our	effective	income	tax	rate	is	a	combination	of	federal,	state	and	foreign	statutory	rates	and	certain	required	adjustments	to	taxable	income.	The effective	income	tax	rate	increased	to	40%	during	the	year	ended	September	30,	2008	from	the	pro	forma	15%	during	the	year	ended	September	30, 2007.	The	increase	in	the	effective	tax	rate	is	primarily	due	to	tax	reserves	related	to	litigation,	and	the	combined	effect	of	the	loss	of	the	California	special deduction	after	the	IPO,	the	change	in	state	tax	apportionment	and	a	one-time	benefit	attributable	to	the	remeasurement	of	deferred	taxes.

Included	in	accrued	litigation	on	our	consolidated	balance	sheet	on	September	30,	2008	is	approximately	$3	billion	associated	with	the	American Express	settlement,	the	Discover	litigation	and	other	matters.	For	tax	purposes,	the	deduction	related	to	these	matters	is	deferred	until	the	payments	are made	and	thus,	as	of	September	30,	2008,	we	have	a	deferred	tax	asset	of	$857	million	related	to	these	payments,	which	is	net	of	a	reserve	to	reflect management's	best	estimate	of	the	amount	of	the	benefit	to	be	realized.

Prior	to	our	IPO,	the	State	of	California,	where	we	are	headquartered,	historically	did	not	tax	a	substantial	portion	of	our	reported	income	on	the basis	that	we	operated	on	a	cooperative	or	mutual	basis	and	therefore	were	eligible	for	a	special	deduction.	As	a	result	of	the	IPO	and	consequent ownership	by	parties	other	than	our	financial	institution	customers,	we	are	no	longer	eligible	to	claim	the	special	deduction,	resulting	in	a	tax	increase. The	tax	increase	was	partially	offset	by	a	tax	decrease	resulting	from	a	change	in	our	state	tax	apportionment.	The	change	in	state	tax	apportionment resulted	in	a	$115	million	one-time	tax	benefit	due	to	the	remeasurement	of	deferred	taxes.

In	July	2008,	we	settled	with	the	California	Franchise	Tax	Board	with	respect	to	certain	audit	issues	from	1990	to	2003,	which	include	the	eligibility to	claim	certain	items	as	special	deductions,	apportionment	computation,	and	research	and	development	credits.	As	a	result	of	the	settlement,

unrecognized	tax	benefits	decreased	by	$46	million,	of	which	$30	million	were	disallowed	and	will	not	be	recognized	and	$16	million	were	received	in cash	as	a	tax	refund.

The	following	discussion	of	results	of	operations	compares	Visa	Inc.	consolidated	results	for	fiscal	2008,	to	Visa	U.S.A.	results	for	fiscal	2007	and fiscal	2006.	Visa	U.S.A.	was	deemed	the	accounting	acquirer	in	the	reorganization	that	took	place	on	October	1,	2007,	and	therefore	Visa	U.S.A.	results are	considered	the	historical	predecessor	for	those	of	Visa	Inc.

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

|  | September	30, | September	30, | September	30, | $	Change | $	Change | %	Change | %	Change |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Visa\tInc.\n2008 | Visa\nU.S.A.\n2007 | Visa\nU.S.A.\n2006 | 2008\nvs.\n2007 | 2007\nvs.\n2006 | 2008\nvs.\n2007 | 2007\nvs.\n2006 |
|  |  |  | (in\tmillions,\texcept\tpercentages) | (in\tmillions,\texcept\tpercentages) |  |  |  |
| Service\tfees | $3,061 | $1,945 | $1,610 | $1,116 | $335 | 57% | 21% |
| Data\tprocessing\tfees | 2,073 | \t 1,416 | \t 1,248 | 657 | \t 168 | 46% | 13% |
| International\ttransaction\tfees | 1,721 | 454 | 398 | \t 1,267 | 56 | 279% | 14% |
| Other\trevenues | 569 | 280 | 280 | 289 | \t — | 103% | — |
| Volume\tand\tsupport\tincentives | (1,161) | (505) | (588) | (656) | 83 | 130% | (14)% |
| Total\tOperating\tRevenues | $6,263 | $3,590 | $2,948 | $2,673 | $642 | 74% | 22% |

The	increase	in	operating	revenues	during	fiscal	2008	compared	to	fiscal	2007	primarily	reflects	the	inclusion	of	$2.4	billion	of	operating	revenues from	other	regions	upon	the	reorganization	on	October	1,	2007,	offset	by	the	absence	of	data	processing	and	other	revenues	previously	earned	from	Visa International	and	Visa	Canada.

The	increase	in	service	fees	during	fiscal	2008,	is	primarily	driven	by	the	inclusion	of	service	fees	from	acquired	regions	upon	the	reorganization	on October	1,	2007,	which	represents	an	increase	of	$877	million,	or	45%.	The	remainder	of	the	increase	primarily	reflects	U.S.	payments	volume	growth	of 11%.	As	noted	above,	our	rate	of	future	revenue	growth	may	be	impacted	by	ongoing	consolidation	in	the	financial	sector.	We	also	expect	that	current turbulence	in	the	financial	and	credit	markets	will	moderate	discretionary	spending,	and	the	rate	of	payments	volume	growth,	in	the	near	term.

The	increase	in	data	processing	fees	during	fiscal	2008	is	primarily	due	to	the	inclusion	of	data	processing	fees	from	acquired	regions	upon	the reorganization	on	October	1,	2007,	which	represents	an	increase	of	$463	million,	or	33%.	The	increase	also	reflects	growth	in	transaction	volumes	in	the United	States,	which	increased	by	12%.	Competitive	pricing	increases	primarily	related	to	the	Interlink	Network	also	increased	data	processing	fees	by 4%.

These	increases	are	offset	by	the	absence	of	data	processing	revenues	previously	earned	from	Visa	International	regions	and	Visa	Canada.	Upon the	reorganization,	Visa	U.S.A.,	Visa	International	and	Visa	Canada	became	direct	or	indirect	subsidiaries	of	Visa	Inc.	and	these	fees	are	eliminated	in consolidation.	As	noted	above,	our	rate	of	future	revenue	growth	may	be	impacted	by	ongoing	consolidation	in	the	financial	sector.	We	also	expect	that current	turbulence	in	the	financial	and	credit	markets	will	moderate	discretionary	spending,	and	the	rate	of	payments	volume	and	transaction	growth,	in the	near	term.

The	increase	in	international	transaction	fees	during	fiscal	2008	is	primarily	due	to	the	inclusion	of	international	transaction	fees	of	acquired	regions upon	the	reorganization	on	October	1,	2007,	which	represents	an	increase	of	$1.1	billion,	or	233%.	Further	increases	were	due	to	double	digit	growth	in cross-border	payments	volume	reflecting	more	cross-border	transactions	and	continued	expansion	in	the	use	of	electronic	payments	for	travel	purposes. In	addition,	growth	in	international	transaction	fees	reflects	modifications	to	pricing	structures	for	certain	international	transactions	in	April	2008.	As	noted above,	we	expect	that	current	worldwide	turbulence	in	the	financial	and	credit	markets	will	moderate	discretionary	spending,	and	the	rate	of	cross-border business	and	leisure	travel,	in	the	near	term.

The	increase	in	other	revenues	during	fiscal	2008	reflects	inclusion	of	other	revenues	from	acquired	regions	upon	the	reorganization	on	October	1, 2007,	which	represents	an	increase	of	$217	million,	or	78%.	License	fees	and	fees	for	other	services	provided	under	the	framework	agreement	with	Visa Europe,	which	became	effective	at	the	time	of	the	reorganization,	represented	an	increase	of	$176	million.	Growth	in	other	revenues	also	reflects increased	fees	related	to	the	Visa	Extras	loyalty	platform	in	which	enrolled	Visa	cardholders	earn	reward	points	toward	qualifying	purchases.	Visa	earns revenues	from	its	financial	institution	customers	for	administrative	and	rewards	fulfillment	services	performed	in	support	of	the	Visa	Extras	platform. Growth	in	other	revenues	was	also	impacted	by	increases	in	fines	associated	with	our	Cardholder	Information	Security	Program	for	acquirers	whose merchants	have	not	yet	met	compliance	standards.	During	fiscal	2008,	these	increases	were	offset	by	the	absence	of	$160	million	in	project	revenues previously	earned	for	services	provided	to	Visa	International	regions	and	Visa	Canada	in	fiscal	2007.

The	inclusion	of	volume	and	support	incentives	from	the	acquired	regions	upon	the	reorganization	on	October	1,	2007	contributed	to	the	increase	in volume	and	support	incentives	by	$236	million,	or	47%.

The	remainder	of	the	increase	in	volume	and	support	incentives	in	the	current	period	was	primarily	attributable	to	unusually	lower	levels	of	contra revenue	recorded	in	fiscal	2007.	The	lower	volume	and	support	incentives	in	fiscal	2007	were	primarily	driven	by	significant	performance	adjustments recorded	in	the	period.	In	addition,	fiscal	2008	incentives	reflect	the	accounting	impacts	of:	(i)	conforming	accounting	policies	of	the	acquired	regions	to that	of	the	accounting	acquirer;	and	(ii)	the	retirement	of	certain	issuer	programs	in	the	prior	fiscal	year.	Further	detail	of	these	and	other	factors	are provided	below.

•	 We	recorded	downward	adjustments	of	$81	million	related	to	U.S.	based	volume	and	support	in	fiscal	2007	as	compared	to	$15	million	in fiscal	2008,	resulting	in	a	year-over-year	increase	of	$66	million.

•	 Additional	increases	in	volume	and	support	incentives	reflect	the	impact	of	new	contracts	and	higher	payments	volumes	and	number	of transactions	processed.

The	actual	amount	of	volume	and	support	incentives	will	vary	based	on	modifications	to	performance	expectations	for	these	contracts, amendments	to	contracts	or	new	contracts.

The	increase	in	operating	revenues	during	fiscal	2007	compared	to	fiscal	2006	primarily	reflects	a	9%	increase	in	payments	volume	(exclusive	of PIN-based	debit	volume),	and	an	11%	increase	in	transactions.	Growth	in	operating	revenues	exceeded	growth	in	payments	and	transactions	volumes primarily	due	to	newly	introduced	service	fees.	While	we	believe	that	these	changes	in	fee	structure	will	generate	ongoing	benefits,	we	do	not	believe	that the	rate	of	growth	in	operating	revenues	is	representative	of	sustainable	future	revenue	growth	because	it	includes	the	impacts	in	fiscal	2007	of	the	new service	fees.

Payments	volume	on	Visa-branded	cards	for	goods	and	services	in	the	preceding	quarter,	exclusive	of	PIN-based	debit	volume,	is	the	basis	for service	fees.	Payments	volume	increased	$105	billion,	or	9%,	to	$1.3	trillion	in	fiscal	2007.	Service	fees	outpaced	the	growth	in	underlying	payments volume	due	primarily	to	the	April	2007	introduction	of	new	service	fees.	The	increase	in	service	fees	from	these	new	fees	was	offset	by	the	corresponding elimination	of	previously	existing	issuer	fees	used	to	support	merchant	acceptance	and	volume	growth	initiatives.	The	net	impact	of	the	new	service	fees and	the	elimination	of	the	existing	issuer	fees	resulted	in	an	increase	to	service	fees	of	$190	million,	or	12%,	in	fiscal	2007	compared	to	fiscal	2006.

The	increase	in	data	processing	fees	is	primarily	due	to	the	growth	in	the	number	of	transactions	processed	during	fiscal	2007	compared	to	fiscal 2006.	Data	processing	fees	increased	13%,	broadly	consistent	with	the	growth	in	underlying	transactions	processed.	Incremental	revenues	during	fiscal 2007	from	the	introduction	of	an	updated	fraud	detection	product	and	additional	revenues	from	Visa	U.S.A.'s	debit	processing	services	related	to	non- Visa	network	transactions	offset	the	continued	impact	of	higher	volume-based	discounts	resulting	from	consolidation	and	transaction	growth	among customers.	Of	the	total	data	processing	fees,	$122	million,	or	9%,	was	collectively	earned	from	Visa	International,	Visa	Canada	and	Visa	Europe	in	each of	fiscal	2007	and	fiscal	2006.

The	increase	in	international	transaction	fees	was	primarily	driven	by	cross-border	payments	volume,	which	increased	by	15%,	during	fiscal	2007, compared	to	fiscal	2006.	The	increase	in	international	transaction	fees	was	broadly	in	line	with	the	growth	in	multi-currency	payments	volume,	reflecting more	cross-border	transactions	as	overall	global	travel	has	increased.

The	decrease	in	volume	and	support	incentives	was	primarily	due	to	the	impact	of	lower	revised	estimates	of	performance	under	these	agreements during	management's	regular	quarterly	review	of	customer	performance	and	due	to	amendments	to	volume	and	support	incentives	during	the	period. Performance	adjustments	reduced	volume	and	support	incentives	cost	by	a	total	of	$73	million	in	fiscal	2007	compared	to	$36	million	in	fiscal	2006.	As the	rate	of	payments	volume	growth	has	softened	compared	to	the	prior	year,	estimates	of	performance	under	volume	and	support	incentives	have	been adjusted	accordingly.

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

|  | Fiscal	Year	ended	September	30, | Fiscal	Year	ended	September	30, | Fiscal	Year	ended	September	30, | $	Change | $	Change | %	Change | %	Change |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | Visa | 2008 | 2007 | 2008 | 2007 |
|  | Visa\tInc. | Visa\tU.S.A. | U.S.A. | vs. | vs. | vs. | vs. |
|  | 2008 | 2007 | 2006 | 2007 | 2006 | 2007 | 2006 |
|  |  |  | (in\tmillions,\texcept\tpercentages) | (in\tmillions,\texcept\tpercentages) |  |  |  |
| Personnel | $1,199 | $721 | $671 | $478 | $50 | 66% | 7% |
| Network,\tEDP\tand\tcommunications | 339 | 249 | 213 | 90 | 36 | 36% | 17% |
| Advertising,\tmarketing\tand\tpromotion | \t 1,016 | 581 | 474 | 435 | 107 | 75% | 23% |
| Visa\tInternational\tfees | — | 173 | 159 | (173) | 14 | NM | 9% |
| Professional\tand\tconsulting\tfees | 438 | 334 | 291 | 104 | 43 | 31% | 15% |
| Depreciation\tand\tamortization | 237 | 126 | 138 | 111 | (12) | 88% | (9)% |
| Administrative\tand\tother | 332 | 202 | 249 | 130 | (47) | 64% | (19)% |
| Litigation\tprovision | \t 1,470 | 2,653 | 23 | (1,183) | \t 2,630 | (45)% | NM |
| Total\tOperating\tExpenses | $5,031 | $5,039 | $2,218 | $(8) | $2,821 | —\t\t% | 127% |

Operating	expenses	remained	flat	during	fiscal	2008,	compared	to	the	prior	year	comparable	period.	The	increase	in	our	operating	expenses	due	to inclusion	of	operating	expenses	attributed	to	the	acquired	regions	of	$1.3	billion	was	substantially	offset	by	a	decrease	in	litigation	provision	of	$1.2 billion.

The	increase	in	personnel	expense	during	fiscal	2008	over	the	prior	year	comparable	period	was	primarily	due	to:

•$376	million	in	personnel	expense	attributed	to	the	acquired	regions;

•$93	million	in	severance	charges	related	to	workforce	consolidation	due	to	the	elimination	of	overlapping	functions	directly	connected	to	the reorganization;	and

•$74	million	in	stock	based	compensation	expense	reflecting	stock-based	incentives	awarded	to	our	employees	in	connection	with	our	IPO.

These	increases	were	offset	by	reductions	in	personnel	and	other	incentive	expense	primarily	due	to	changes	in	our	defined	benefit	pension	plan since	the	prior	year	comparable	period	and	the	absence	of	a	special	IPO	incentive	incurred	during	the	fourth	quarter	of	the	prior	fiscal	year.

The	increase	in	network,	EDP	and	communications	expense	during	fiscal	2008	primarily	reflects	$71	million	attributed	to	the	acquired	regions.	The remainder	of	the	increase	reflects	higher	software	maintenance	and	hardware	rental	expense	following	the	outsourcing	of	certain	development	functions during	fiscal	2007.	Maintenance	and	equipment	rental	costs	may	continue	to	increase	over	time	as	we	continue	to	evaluate	outsourcing	alternatives	for certain	support	functions.

The	increase	in	advertising,	marketing	and	promotion	during	fiscal	2008	primarily	reflects	$486	million	in	advertising,	marketing	and	promotion expense	attributed	to	the	acquired	regions	and	higher	advertising	and	promotion	spending	in	connection	with	the	2008	Beijing	Summer	Olympics	coupled with	increased	promotional	activity	related	to	our	Visa	Extras	reward	program.	These	increases	were	offset	by	the	absence	of	$67	million	of	costs	incurred during	fiscal	2007	to	support	certain	joint	promotional	campaigns	with	financial	institution	customers	which	did	not	recur	during	fiscal	2008.

Visa	International	fees	ceased	as	a	result	of	the	reorganization,	as	Visa	U.S.A.	and	Visa	International	both	became	direct	subsidiaries	of	Visa	Inc.

The	increase	in	professional	and	consulting	fees	primarily	reflects	increases	of	$72	million	attributed	to	the	acquired	regions	during	fiscal	2008.

The	increase	in	depreciation	and	amortization	primarily	reflects	increases	of	$118	million	attributed	to	the	acquired	regions	during	fiscal	2008. Software	amortization	expense	would	be	expected	to	increase	over	time	as	we	are	committed	to	maintaining	and	enhancing	our	networks	as	well	as	to developing	new	payment	products.

The	increase	in	administrative	and	other	expense	during	fiscal	2008,	primarily	reflects	increases	of	$177	million,	attributed	to	the	acquired	regions, offset	by	the	absence	of	$63	million	in	facilities	expense	paid	to	the	real	estate	joint	ventures	owned	by	Visa	U.S.A.	and	Visa	International,	which	were consolidated	as	part	of	Visa	Inc.	following	the	reorganization.

The	decrease	in	litigation	provision	primarily	reflects	(i)	the	absence	of	a	$1.9	billion	provision	related	to	the	settlement	of	outstanding	litigation	with American	Express	made	in	the	fourth	quarter	of	fiscal	2007,	offset	by	(ii)	an	increase	during	the	fourth	fiscal	quarter	of	fiscal	2008	of	$1.1	billion	to	our 70

litigation	provision	in	connection	with	settlement	of	litigation	with	Discover	Financial	Services.	Since	both	of	these	matters	are	covered	by	the	Company's Retrospective	Responsibility	Plan,	responsibility	for	the	settlement	is	allocated	to	the	Company's	class	B	shareholders	via	an	escrow	account	and	other mechanisms	previously	established	under	the	Plan.	The	increase	also	reflects	additional	accruals	made	in	fiscal	2008	under	the	provisions	of	SFAS	5, related	to	the	covered	litigation.	See	Note	23—Legal	Matters	to	our	consolidated	financial	statements	included	elsewhere	in	this	report.

Total	operating	expenses	increased	by	127%	to	$5.0	billion	in	fiscal	2007	compared	to	$2.2	billion	in	fiscal	2006.	The	increase	primarily	reflects	the $2.7	billion	litigation	provision	recorded	during	the	year,	which	represented	94%	of	that	increase.	Excluding	the	litigation	provision,	operating	expenses increased	$191	million,	or	9%.

Personnel	expense	increased	4%	in	fiscal	2007	due	to	a	$26	million	charge	representing	the	first	installment	of	a	one-time	special	bonus	program of	$51	million	associated	with	the	establishment	of	Visa	Inc.	Half	of	the	$51	million	special	bonus	program	vested	during	fiscal	2007.	The	other	half	is payable	in	stock	or	cash	one	year	after	the	completion	of	the	initial	public	offering	if	certain	vesting	requirements	are	met.	The	remaining	increase	of	3% reflects	severance	expense	for	certain	executives,	annual	salary	adjustments,	which	were	broadly	in	line	with	economic	price	increases,	offset	by	the impact	of	lower	average	headcount	during	fiscal	2007.

The	increase	in	network,	EDP	and	communications	expense	for	fiscal	2007	was	primarily	due	to	the	following:

•a	$29	million	increase	in	fees	paid	for	debit	processing	services	for	charges	related	to	processing	transactions	through	non-Visa	networks; and

•a	$12	million	increase	in	maintenance	and	equipment	rental	costs.

Fees	for	data	processing	services	related	to	processing	transactions	through	non-Visa	networks	would	be	expected	to	grow	over	time	as	the worldwide	migration	from	paper-based	to	electronic	payments	continues.

The	increase	in	advertising,	marketing	and	promotion	expense	in	fiscal	2007	was	primarily	due	to	the	following:

•a	$67	million	increase	in	expenditures	for	certain	joint	promotional	campaigns	with	financial	institution	customers;	and

•a	$23	million	increase	in	expenditures	associated	with	Visa	Extras,	Visa	U.S.A.'s	point-based	rewards	program	that	enables	enrolled cardholders	to	earn	reward	points	on	qualifying	purchases.

Although	Visa	U.S.A.'s	percentage	of	worldwide	payments	volumes	decreased	in	fiscal	2007	compared	to	fiscal	2006	due	to	global	emerging markets	experiencing	higher	payments	volume	growth	rates	than	the	more	mature	U.S.	economy,	fees	paid	to	Visa	International	increased	due	to	a	one- time	fee	waiver	of	$13	million	in	fiscal	2006	that	was	not	repeated	in	fiscal	2007.

Professional	and	consulting	fees	increased	in	fiscal	2007	primarily	due	to	the	following:

•a	$23	million	increase	in	contractors	and	outsourcing	expense	in	connection	with	the	outsourcing	of	certain	data	processing	and	development functions	over	the	course	of	fiscal	2007,	and	additional	contractors	in	connection	with	the	support	of	other	development	and	maintenance projects;	and

•a	$19	million	increase	in	legal	fees	incurred	to	support	ongoing	litigation	matters.

The	decrease	in	depreciation	and	amortization	during	fiscal	2007	primarily	reflects	the	absence	of	a	$13	million	impairment	charge	for	the	net carrying	value	of	an	intangible	asset	associated	with	the	patent	and	rights	to	market	and	distribute	Mini	Cards	in	the	United	States	incurred	during	fiscal 2006.

Administrative	and	other	expenses	decreased	in	fiscal	2007,	primarily	reflecting	the	absence	of	the	following	expenses	incurred	in	fiscal	2006:

•a	$24	million	charge	to	reimburse	customers	for	production	and	issuance	costs	related	to	discontinued	use	of	Visa-branded	cards	with	the holographic	magnetic	stripe	design;	and

•an	$11	million	charge	to	reflect	expenses	for	business	objectives	related	to	a	litigation	settlement	in	fiscal	2006.	The	settlement	required	Visa U.S.A.	to	either	meet	certain	joint	business	objectives	or	make	cash	payments	in	lieu	of	the	business	objectives	over	five	years.	Because Visa	U.S.A.	expects	to	make	these	related	cash	payments	without	receiving	future	benefits,	Visa	U.S.A.	charged	the	present	value	of	the total	payments	to	its	consolidated	statements	of	operations	in	fiscal	2006.

Litigation	provision	increased	$2.6	billion	reflecting	a	$1.9	billion	provision	related	to	settlement	of	outstanding	litigation	with	American	Express. Future	payments	under	the	settlement	agreement	were	discounted	at	4.72%	over	the	payment	term	to	determine	the	amount	of	the	provision.	The litigation	provision	also	reflects	management's	liability	estimate	under	the	guidelines	of	SFAS	5	related	to	the	Discover	litigation.	The	American	Express and	Discover	litigations	are	covered	by	our	Retrospective	Responsibility	Plan	and	we	intend	to	fund	any	payment	obligations	with	amounts	in	the	escrow account,	in	accordance	with	our	Retrospective	Responsibility	Plan.	The	remainder	of	the	increase	in	litigation	provision	includes	various	litigation provisions	for	both	settled	and	unsettled	matters.

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 | %	Change |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | Visa | Visa | 2008 | 2007 | 2008 | 2007 |
|  | Visa\tInc. | U.S.A. | U.S.A. | vs. | vs. | vs. | vs. |
|  | 2008 | 2007 | 2006 | 2007 | 2006 | 2007 | 2006 |
|  |  |  | (in\tmillions,\texcept\tpercentages) | (in\tmillions,\texcept\tpercentages) | (in\tmillions,\texcept\tpercentages) |  |  |
| Equity\tin\tearnings\tof\tunconsolidated\taffiliates | $1 | $40 | $13 | $ (39) | $27 | (98)% | 208% |
| Interest\texpense | (143) | (81) | (89) | (62) | 8 | 77% | (9)% |
| Investment\tincome,\tnet | 211 | \t 103 | 68 | \t 108 | 35 | 105% | 51% |
| Other | 35 | \t — | \t — | 35 | \t — | NM | NA |
| Total\tOther\tIncome\t(Expense) | $104 | $62 | $(8) | $42 | $70 | 68% | NM |

# Equity	in	earnings	of	unconsolidated	affiliates

The	decrease	in	other	non-operating	income	is	primarily	due	to	the	absence	of	equity	in	earnings	of	Visa	International	which	was	acquired	in	the reorganization.

The	increase	in	investment	income,	net	primarily	reflects	income	attributed	to	the	acquired	regions,	as	well	as	interest	income	on	a	portion	of	the IPO	proceeds	to	be	used	for	redemption	of	the	shares	of	class	C	(series	II)	and	class	C	(series	III)	common	stock	and	interest	income	on	the	litigation escrow	account.	See	Note	4—Visa	Europe	and	Note	5—Retrospective	Responsibility	Plan	to	our	consolidated	financial	statements	included	elsewhere in	this	report.	This	increase	was	offset	by	realized	losses	and	other-than-temporary	impairment	of	$68	million	on	investments	and	a	money	market	fund. See	Liquidity	and	Capital	Resources,	below,	and	Note	6—Investments	and	Note	7—Prepaid	Expenses	and	Other	Assets	to	our	consolidated	financial statements	included	elsewhere	in	this	report.	We	expect	that	the	level	of	interest	income	will	decrease	following	the	redemption	of	the	shares	of	class	C (series	II)	and	class	C	(series	III)	common	stock	which	took	place	in	October	2008.

Other	income	was	$62	million	in	fiscal	2007	compared	to	other	expense	of	$8	million	in	fiscal	2006.	The	increase	in	other	income	primarily	reflected an	increase	in	Visa	U.S.A.'s	portion	of	equity

earnings	from	Visa	International	as	a	result	of	an	increase	in	net	income	for	Visa	International	and	an	increase	in	interest	income	as	the	result	of	a	shift	in Visa	U.S.A.'s	investment	portfolio	from	tax-exempt	securities	to	higher	yielding	money	market	and	auction	rate	securities.

The	increase	in	equity	in	earnings	of	unconsolidated	affiliates	in	fiscal	2007	primarily	reflected	higher	Visa	International	net	income	during	fiscal 2007	compared	to	the	prior	fiscal	year.

The	decrease	in	interest	expense	in	fiscal	2007	primarily	reflected	lower	accretion	expense	on	the	declining	litigation	balance	in	the Retailers' Litigation	matter.	See	Note	23—Legal	Matters	to	our	consolidated	financial	statements	included	elsewhere	in	this	report.

The	increase	in	investment	income,	net	in	fiscal	2007	primarily	reflected	an	increase	in	interest	income	due	to	a	shift	in	the	Visa	U.S.A.'s investment	strategy	from	tax-exempt	municipal	bonds	to	higher	yield	fixed-income	investment	securities	and	to	higher	average	investment	balances during	the	year.

Visa	Inc.'s	effective	tax	rate	is	a	combination	of	federal,	state	and	foreign	statutory	rates	and	certain	required	adjustments	to	taxable	income.	The effective	tax	rate	was	40%	for	the	year	ended	September	30,	2008,	compared	to	Visa	U.S.A.'s	23%	for	the	year	ended	September	30,	2007.	The increase	in	the	effective	tax	rate	is	primarily	due	to	tax	reserves	related	to	litigation,	and	the	combined	effect	of	the	loss	of	the	California	special	deduction after	the	IPO,	the	change	in	state	tax	apportionment,	and	a	one-time	benefit	attributable	to	the	remeasurement	of	deferred	taxes.

The	effective	tax	rate	in	fiscal	2007	of	23%	represented	a	tax	benefit	while	the	effective	rate	of	35%	for	the	prior	year	represented	a	tax	expense. The	23%	effective	tax	rate	benefit	in	fiscal	2007	resulted	from	the	loss	before	income	tax	realized	for	the	year.	This	benefit	was	less	than	what	would otherwise	have	been	realized,	primarily	as	a	result	of	an	adjustment	to	a	reserve	related	to	litigation.

The	components	impacting	the	effective	tax	rate	are:

|  | 2007 | 2007 | 2006 | 2006 |
| :--- | :--- | :--- | :--- | :--- |
|  | Dollars | Percent | Dollars | Percent |
|  |  | (in\tmillions,\texcept\tpercentages) | (in\tmillions,\texcept\tpercentages) |  |
| (Loss)\tincome\tbefore\tincome\ttaxes\tand\tminority\tinterest | $(1,387) |  | $722 |  |
| Minority\tinterest | 5 |  | 16 |  |
| U.S.\tfederal\tstatutory\ttax | (485) | 35% | 253 | 35% |
| State\ttax\teffect,\tnet\tof\tfederal\tbenefit | (11) | 1% | (11) | (1)% |
| Reserve\tfor\ttax\tuncertainties\trelated\tto\tlitigation | 180 | (13)% | — | — |
| Non-deductible\texpenses\tand\tother\tdifferences | 2 | —\t\t% | 15 | 2% |
| Minority\tinterest—not\tsubject\tto\ttax | (2) | —\t\t% | (6) | (1)% |
| Income\tTax\t(Benefit)\tExpense | $(316) | 23% | $251 | 35% |

Visa	U.S.A.'s	fiscal	2007	consolidated	statement	of	operations	reflected	a	litigation	provision	of	$2.7	billion	associated	with	its	outstanding	and settled	litigation.	This	provision	primarily	reflected	the	amount	required	to	settle	the	American	Express	litigation	and	management's	liability	estimate under	the	guidelines	of	SFAS	No.	5	related	to	the	Discover	litigation	and	other	matters.	For	tax	purposes,	the	deduction	related	to	these	matters	will	be deferred	until	the	payments	are	made	and	thus	we	established	a	deferred	tax	asset	of	$778	million	related	to	these	payments,	which	is	net	of	a	reserve	to reflect	Visa	U.S.A.'s	best	estimate	of	the	amount	of	the	benefit	to	be	realized.

# Minority	Interest

The	decrease	in	minority	interest	for	fiscal	2007	compared	to	the	prior	year	reflects	lower	Inovant	net	income	as	a	result	of	charges	for	severance and	termination	benefits	related	to	Visa	U.S.A.'s	plans	to	outsource	certain	data	processing	and	development	support	functions.

# Management	of	Our	Liquidity

Prior	to	our	reorganization,	Visa	U.S.A.,	Visa	International	and	Visa	Canada	each	managed	their	own	short-term	and	long-term	liquidity	needs.	With the	completion	of	the	reorganization,	we	now	manage	our	corporate	finance	and	treasury	functions	on	an	integrated	basis.

Our	treasury	policies	provide	management	with	the	guidelines	and	authority	to	manage	liquidity	risk	in	a	manner	consistent	with	corporate objectives.	The	objectives	of	these	treasury	policies	are	to	service	the	payments	of	principal	and	interest	on	outstanding	debt,	to	provide	adequate liquidity	to	cover	operating	expenditures	and	liquidity	contingent	scenarios,	to	ensure	timely	completion	of	payments	settlement	activities,	to	ensure payment	of	required	litigation	settlement	payments	and	to	optimize	income	earned	within	acceptable	risk	parameters.

Based	on	our	cash	flow	budgets	and	forecasts	of	our	short-term	and	long-term	liquidity	needs,	management	believes	that	our	projected	sources	of liquidity	will	be	sufficient	to	meet	our	projected	liquidity	needs	for	the	next	12	months.	Management	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.

# Consolidated	Balance	Sheet	Data

The	following	table	sets	forth	summarized	balance	sheet	data	for	Visa	Inc.	at	September	30,	2008	and	at	October	1,	2007,	the	date	of	the reorganization,	and	a	historical	balance	sheet	data	for	Visa	U.S.A,	deemed	the	accounting	acquirer	in	the	business	combination,	at	September	30,	2007:

|  | September	30,	2008<br>(Visa	Inc.) | October	1,	2007<br>(Visa	Inc.) | September	30,	2007<br>(Visa	U.S.A.)^(1) |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Cash\tand\tcash\tequivalents | $4,979 | $1,278 | $275 |
| Current\tportion\tof\trestricted\tcash—litigation\tescrow | 1,298 | — | — |
| Short-term\tinvestment\tsecurities,\tavailable-for-sale | 355 | 842 | 747 |
| Total\tcurrent\tassets | 11,174 | 4,701 | 2,507 |
| Long-term\trestricted\tcash—litigation\tescrow | 630 | — | — |
| Long-term\tinvestment\tsecurities,\tavailable-for-sale | 244 | 743 | 737 |
| Current\tportion\tof\tlong-term\tdebt | 51 | 84 | 41 |
| Current\tportion\tof\taccrued\tlitigation\tobligation | 2,698 | 2,236 | 2,236 |
| Total\tcurrent\tliabilities | 7,165 | 4,786 | 3,282 |
| Long-term\tdebt | 55 | 40 | — |
| Long-term\tportion\tof\taccrued\tlitigation\tobligation | 1,060 | 1,446 | 1,446 |
| Total\tstockholders'\tequity\t(deficit) | 21,141 | 16,286 | (501) |
| Working\tcapital | 4,009 | (85) | (775) |

(1) Historical	balances	for	periods	prior	to	October	1,	2007	represent	balances	for	Visa	U.S.A.	Inc.,	deemed	the	accounting	acquirer	in	the	business combination.

# Cash	Flow	Data

The	following	table	summarizes	cash	flows	from	operating,	investing	and	financing	activities	for	fiscal	2008	and	historical	cash	flows:

|  | Fiscal	2008 | Fiscal	2007^(1) | Fiscal	2006^(1) |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Total\tcash\tprovided\tby\t(used\tin): |  |  |  |
| Operating\tactivities | $531 | $505 | $450 |
| Investing\tactivities | 554 | (463) | (278) |
| Financing\tactivities | 3,624 | (37) | (37) |
| Effect\tof\texchange\trate\tchanges\ton\tcash\tand\tcash\tequivalents | (5) | — | — |
| Increase\tin\tcash\tand\tcash\tequivalents | $4,704 | $5 | $135 |

# Operating	Activities

Cash	provided	by	operating	activities	for	fiscal	2008	was	$531	million.	This	amount	was	lower	than	income	provided	by	operations	primarily	due	to:

•	 Use	of	cash	of	$92	million	reflecting	settlement	transactions.	The	change	in	net	settlement	receivables	and	payables	relates	to	timing differences,	processed	volume	changes	and

exchange	rate	fluctuations.	Given	the	proximity	of	the	2008	fiscal	year	end	to	a	weekend,	we	carried	a	higher	level	of	multi-currency transactions	in	our	net	settlement	balances.	This	use	of	cash	represents	the	net	of	the	increases	in	settlement	receivable	and	increases	in settlement	payable	during	fiscal	2008;

•	 Use	of	cash	reflecting	annual	compensation	benefit	payments,	offset	by	accruals	for	current	fiscal	year	compensation	benefits,	reflected	as	a reduction	of	$115	million	in	accrued	compensation;	and

•	 Use	of	cash	reflecting	volume	and	support	incentive	payments	of	$1,378	million,	off-set	by	amortization	on	volume	and	support	incentives	of $1,161	million,	for	a	net	use	of	cash	of	$217	million.

These	uses	of	cash	were	offset	by	deferred	taxes	payable	on	income	provided	by	operations,	depreciation	and	amortization	and	other	non-cash items,	as	well	as	changes	in	other	operating	assets	and	liabilities.

Net	cash	provided	by	operating	activities	increased	$55	million	in	fiscal	2007	compared	to	the	prior	year.	The	increase	primarily	reflected	the absence	of	a	substantial	program	payment	in	connection	with	Visa	U.S.A.'s	Visa	Check	card	program	in	the	prior	year.	The	increase	also	reflects	higher non-cash	accruals	for	accrued	compensation	and	benefits.

# Investing	Activities

Cash	provided	by	investing	activities	was	$554	million	for	fiscal	2008.	Cash	flows	from	investing	activities	primarily	reflect	$1,002	million	of	cash acquired	through	the	reorganization	and	net	cash	proceeds	from	the	sales	and	maturities	of	investment	securities	of	$949	million	due	to	a	shift	in investments	from	debt	securities	to	shorter-term	cash	equivalents.	We	also	purchased	property,	equipment	and	technology	of	$415	million	primarily related	to	the	new	data	center	under	construction	on	the	east	coast,	contributed	$25	million	to	other	investments	and	received	distributions	of	$22	million from	other	investments.	In	addition,	in	September	2008,	our	$953	million	investment	in	the	Primary	Reserve	Fund	was	reclassified	from	cash	equivalents to	other	current	assets	on	the	Company's	consolidated	balance	sheet.	See	further	discussion	under	"Sources	of	Liquidity,"	below,	and	Note	7—Prepaid Expenses	and	Other	Assets	to	our	consolidated	financial	statements	included	elsewhere	in	this	report.

The	increase	in	net	cash	used	in	investing	activities	in	fiscal	2007	is	primarily	driven	by	facilities	and	equipment	purchases	related	to	the	new	data center	discussed	above.	In	addition,	investment	securities	purchasing	activity,	net	of	sales	and	maturities,	was	higher	during	fiscal	2007.

# Financing	Activities

Cash	provided	by	financing	activities	was	$3,624	million	for	fiscal	2008.	This	amount	includes	IPO	related	activities	as	follows:

•	 Source	of	cash	reflecting	proceeds	from	the	issuance	of	class	A	common	stock	of	$19.1	billion,	net	of	issuance	costs	of	$550	million;

•	 Use	of	cash	reflecting	the	partial	redemption	of	class	B	and	class	C	(series	I)	common	stock	of	$13.4	billion;	and

•	 Use	of	cash	reflecting	the	payment	to	the	litigation	escrow	account	of	$3.0	billion	for	the	covered	litigation	matters	in	accordance	with	the Retrospective	Responsibility	Plan.	See	Note	5—Retrospective	Responsibility	Plan	to	our	consolidated	financial	statements	included elsewhere	in	this	report.

In	addition,	there	was	a	source	of	cash	of	$1,085	million,	reflecting	funding	of	covered	litigation	payments	from	the	litigation	escrow	account,	offset by	use	of	cash	of	$93	million	and	$22	million	for	dividend	and	routine	debt	payments,	respectively.

Net	cash	used	in	financing	activities	during	fiscal	2007	primarily	reflects	scheduled	quarterly	payments	on	Visa	U.S.A.'s	series	A	senior	secured notes	due	December	2007	and	series	B	senior	secured	notes	due	December	2012.

We	believe	that	our	current	level	of	cash	and	borrowing	capacity	under	our	credit	facilities	described	below,	together	with	future	cash	flows	from operations,	are	sufficient	to	meet	the	needs	of	our	existing	operations	and	planned	requirements	for	the	foreseeable	future.

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,	either	through	the	issuance	of	debt	or	equity.	Our	current	cash	flow	strategy	is	to	provide	timely settlement	payments	due	from	and	due	to	issuing	and	acquiring	customers,	to	pay	off	debt	(including	litigation	settlements),	to	make	planned	capital investments	in	our	business,	to	pay	dividends	and	repurchase	our	shares	at	the	discretion	of	the	our	board	of	directors,	and	to	invest	excess	cash	in securities	that	we	believe	are	high-quality	and	marketable	in	the	short	term.

# Sources	of	Liquidity

Our	primary	sources	of	liquidity	are	cash	on	hand,	a	fixed	income	investment	portfolio	comprised	primarily	of	highly	rated	debt	instruments,	cash flow	from	operating	activities	and	access	to	various	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.

At	September	30,	2008,	October	1,	2007	and	September	30,	2007	our	total	liquid	assets,	consisting	of	cash,	cash	equivalents,	short-	and	long-term available-for-sale	investment	securities,	and	our	investment	in	the	Reserve	Primary	Fund	("the	fund"),	discussed	further	below,	included	in	prepaid	and other	current	assets	at	September	30,	2008,	were	$6.5	billion,	$2.9	billion	and	$1.8	billion,	respectively.

We	hold	a	variety	of	interest	bearing	auction	rate	securities,	asset	backed	securities,	money	market	funds,	equity	securities	and	cost	and	equity method	investments.	The	recent	uncertainties	in	the	credit	markets	have	affected	a	number	of	these	holdings.

In	September	2008,	the	fund	(as	defined	above)	was	unable	to	honor	our	request	for	the	full	redemption	of	our	investment	totaling	$983	million,	and the	fund	was	subsequently	placed	into	liquidation.	The	fund	announced	that	its	per-share	value	would	drop	below	$1.00	per	share	as	a	result

of	losses	in	certain	of	its	holdings	in	debt	securities	of	Lehman	Brothers,	who	on	September	15,	2008	filed	for	bankruptcy.	The	fund	also	announced	that it	would	liquidate	its	assets	and	distribute	funds	to	investors	on	a	pro-rata	basis	in	proportion	to	the	number	of	shares	held	by	each	investor.	We understand	that	the	fund	issuer	and	financial	markets	are	working	on	a	number	of	alternatives	in	order	for	shareholders	to	recover	their	investment.

The	investment	in	the	fund	was	originally	recorded	as	a	cash	equivalent	on	our	consolidated	balance	sheet.	At	September	30,	2008,	we	consider our	shares	in	this	fund	to	represent	an	equity	investment	for	which	a	market	price	is	not	readily	determinable.	Therefore,	the	investment	is	accounted	for under	the	cost	method	of	accounting	and	classified	as	an	other	current	asset	on	our	consolidated	balance	sheet.	Upon	reclassification	to	other	current assets,	we	recorded	the	investment	at	fair	value	with	the	resulting	loss	recorded	as	investment	income,	net.	We	estimated	the	fair	value	of	this investment	by	discounting	the	fund's	underlying	holdings	of	securities	based	upon	an	estimate	of	risk	inherent	to	those	holdings.	Using	this	method,	we recorded	a	write-down	of	approximately	$30	million	in	our	fourth	fiscal	quarter	which	was	recorded	in	investment	income,	net	on	our	consolidated statements	of	operations.	This	write-down	reflects	a	per	share	price	of	approximately	$0.97	at	September	30,	2008.	In	October	2008,	an	estimated	share price	of	$0.97	for	the	fund	was	reported	by	the	fund	manager.	On	October	31,	2008	we	received	an	initial	distribution	of	$499	million,	or	52%,	of	the	total $953	million	investment	recorded	at	September	30,	2008.	Based	upon	the	fund's	underlying	holdings	of	securities,	it	is	expected	that	we	will	receive	the remaining	liquidation	proceeds	over	the	next	12	months.	However,	it	is	not	possible	to	predict	the	amount	or	timing	of	these	distributions	with	certainty.

We	expect	that	the	balances	we	held	in	our	other	money	market	funds	as	of	September	19,	2008	will	be	covered	by	the	Temporary	Guarantee Program	for	Money	Market	Funds	announced	by	the	United	States	Treasury	on	September	29,	2008.

The	liquidity	of	our	investment	portfolio	is	subject	to	uncertainties	that	are	difficult	to	predict.	Factors	that	may	impact	liquidity	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	further,	or	the	anticipated	recovery	in	market	values	does	not	occur,	the	liquidity	of our	investment	portfolio	may	be	impacted.

Recent	U.S.	sub-prime	mortgage	defaults	have	had	a	significant	impact	across	various	sectors	of	the	financial	markets,	causing	global	credit	and liquidity	issues.	If	the	global	credit	market	continues	to	deteriorate,	our	investment	portfolio	may	be	impacted	and	we	could	determine	some	of	our investments	are	impaired,	which	could	adversely	impact	our	financial	results.	We	have	policies	and	procedures	that	limit	the	amount	of	credit	exposure	to any	one	financial	institution	or	type	of	investment	instrument.

A	portion	of	the	proceeds	from	our	IPO	are	held	in	an	escrow	account	for	use	in	the	payment	of	covered	litigation	matters.	See Note	5— Retrospective	Responsibility	Plan	to	our	consolidated	financial	statements	included	elsewhere	in	this	report.	The	balance	in	this	account	at September	30,	2008	was	$1,928	million	and	is	reflected	as	restricted	cash	on	our	consolidated	balance	sheet	($1,298	million	in	current	assets	and	$630 million	in	long-term	assets).	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."

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	class	B	and	class	C	stockholders	and	certain	of	our	customers	or	affiliates	of	our	customers.	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%	or	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	have	been	no	borrowings	under	this	facility.	At	September	30,	2008,	we	were	in compliance	with	all	covenants	with	respect	to	this	facility.

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.	At September	30,	2008,	we	had	no	obligations	outstanding	under	this	program.	There	are	no	financial	covenants	related	to	this	program.

Medium-term	note	program.	Visa	International	has	established	a	medium-term	note	program	authorizing	the	issuance	of	a	maximum	of	$250 million	of	unsecured,	private	placement	notes.	The	notes	may	be	issued	with	maturities	from	nine	months	to	30	years	at	fixed	or	floating	interest	rates.	At September	30,	2008,	we	had	notes	outstanding	in	an	aggregate	amount	of	$40	million,	which	mature	in	August	2009	and	have	a	fixed	interest	rate	of 7.53%.	Interest	expense	on	the	outstanding	notes	for	fiscal	2008	was	approximately	$3	million.	There	are	no	financial	covenants	related	to	this	program.

# Credit	Ratings

At	September	30,	2008,	Standard	and	Poor's	and	Moody's	rated	our	long-term	and	short-term	unsecured	debt	as	follows:

Factors	that	can	affect	our	credit	ratings	include	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	requirements.	Payments	settlement	due	from	and	due	to	issuing	and	acquiring	customers	represents	our	most	consistent liquidity	requirement,	arising	primarily	from	the	payments	settlement	of	certain	credit	and	debit	transactions	and	the	timing	of	payments	settlement between	financial	institution	customers	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	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.	During	fiscal	2008,	we	funded	average	daily	net	settlement	receivable balances	of	$157	million,	with	the	highest	daily	balance	being	$455	million.

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.	We	have	a	Retrospective	Responsibility	Plan	to	address	settlements	and	judgments	arising	from	covered	litigation.	As	part	of	the	plan, we	deposited	$3.0	billion	of	our	IPO	proceeds	into	an	escrow	account	from	which	settlements	of,	or	judgments	in,	covered	litigation	will	be	paid.	The amount	deposited	in	the	escrow	account	caused	the	conversion	ratio	of	class	B	shares	to	shares	of	class	A	common	stock	to	decline.	We	may	be directed	by	the	litigation	committee	to	conduct	additional	sales	of	class	A	common	stock	in	order	to	increase	the	escrow	amount,	in	which	case	the conversion	rate	of	the	class	B	common	stock	will	be	subject	to	an	additional	dilutive	adjustment	to	the	extent	of	the	number	of	additional	class	A	common shares	sold.	The	litigation	committee	was	established	pursuant	to	a	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.	The	litigation	committee	may recommend	or	refer	the	cash	payment	portion	of	a	proposed	settlement	of	any	covered	litigation	to	the	Visa	Inc.	board	of	directors.

It	is	our	intention	to	take	steps	during	the	first	quarter	of	fiscal	2009	to	fund	our	escrow	account	with	an	additional	approximate	$1.1	billion.	Under our	Retrospective	Responsibility	Plan,	our	class	B	shareholders	will	bear	the	cost	of	funding	the	litigation	escrow	account	via	a	further	dilutive	adjustment in	the	conversion	ratio	of	their	class	B	shares	to	shares	of	class	A	common	stock,	reducing	the	total	number	of	diluted	class	A	shares	outstanding	for purposes	of	calculating	EPS.	On	November	14,	2008	we	filed	a	definitive	proxy	with	the	Securities	and	Exchange	Commission	seeking	to	amend	our charter	to	permit	us	to	deposit	operating	cash	directly	into	the	litigation	escrow	account	with	a	corresponding	reduction	in	the	conversion	ratio	applicable to	our	class	B	common	shares.	Funding	the	litigation	escrow	account	in	this	manner	would	also	effectively	act	as	a	share	repurchase	program	in	the amount	of	$1.1	billion.	In	the	event	that	the	proxy	is	not	approved	by	our	shareholders	it	is	our	intention	to	fund	the	litigation	escrow	with	an	additional approximate	$1.1	billion	through	an	underwritten	public	offering	under	the	established	terms	of	our	Retrospective	Responsibility	Plan.

In	March	2008,	we	recorded	an	additional	litigation	provision	of	$285	million	related	to	the	covered	litigation	as	a	charge	against	income.	In	the fourth	quarter	of	fiscal	2008	we	also	recorded	a	provision	of	$1.1	billion	related	to	the	Discover	litigation	in	connection	with	an	agreement	to	settle	pending litigation	with	Discover	Financial	Services.	The	determination	to	record	both	additional	provisions	was	based	on	management's	present	understanding	of its	litigation	profile	and	the	specifics	of	each	case	and	takes	into	account	the	determination	of	the	litigation	committee.

Together	with	Visa	U.S.A.	and	Visa	International,	we	entered	into	an	agreement	with	American	Express	that	became	effective	on	November	9, 2007	to	settle	litigation,	American	Express	Travel	Related	Services	Co.,	Inc.	v.	Visa	U.S.A.	Inc.	et	al ,	that	had	been	pending	since	2004.	The	settlement ended	all	current	litigation	between	American	Express	and	Visa	U.S.A.	and	Visa	International,	as	well	as	the	related	litigation	between	American	Express and	five	co-defendant	banks.	Under	the	settlement

agreement,	American	Express	will	receive	maximum	payments	of	$2.25	billion,	including	up	to	$2.07	billion	from	us	and	$185	million	from	the	five	co- defendant	banks.	An	initial	payment	of	$1.13	billion	was	made	in	March	2008,	including	$945	million	from	us	and	$185	million	from	the	five	co-defendant banks.	Beginning	April	1,	2008,	we	are	required	to	pay	American	Express	an	additional	amount	of	up	to	$70	million	each	quarter	for	16	quarters,	for	a maximum	total	of	$1.12	billion,	contingent	on	American	Express	meeting	certain	performance	criteria.	All	payments	related	to	this	covered	litigation settlement	will	be	funded	out	of	the	litigation	escrow	account.

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	are	required	to	make	annual	settlement	payments	of	$200	million	through	fiscal	2012.

Redemption	of	class	B	and	class	C	common	stock. 	In	March	2008,	we	redeemed	154,738,487	shares	of	class	B	common	stock	for	$6,618	million and	159,657,751	shares	of	class	C	(series	I)	common	stock	for	$6,828	million.	Subsequent	to	our	fiscal	year	end,	on	October	10,	2008,	we	completed	the redemption	of	79,748,857	shares	of	class	C	(series	II)	common	stock	and	35,263,585	shares	of	our	class	C	(series	III)	common	stock	held	by	Visa Europe	for	$2,646	million,	less	dividends	and	certain	other	adjustments.

Dividends.	On	June	11,	2008,	our	board	of	directors	declared	a	dividend	in	the	aggregate	amount	of	$0.105	per	share	of	class	A	common	stock (determined	in	the	case	of	class	B	and	class	C	common	stock	on	an	as-converted	basis)	resulting	in	a	payment	of	$93	million	on	August	29,	2008.	On October	14,	2008	our	board	of	directors	declared	a	dividend	in	the	aggregate	amount	of	$0.105	per	share	of	class	A	common	stock	(determined	in	the case	of	class	B	and	class	C	common	stock	on	an	as-coverted	basis).	We	expect	to	pay	approximately	$80	million	in	connection	with	this	dividend	in December	2008.	See	Note	16—Stockholders'	Equity	and	Redeemable	Shares	to	our	consolidated	financial	statements	included	elsewhere	in	this	report for	further	information	regarding	the	dividend	declarations.	We	intend	to	continue	paying	quarterly	dividends	in	cash,	subject	to	approval	by	our	board	of directors,	at	an	annual	rate	equal	to	$0.42	per	share	of	class	A	common	stock	(representing	an	ongoing	quarterly	rate	equal	to	$0.105	per	share).	Class	B and	class	C	common	stock	will	share	ratably	on	an	as-converted	basis	in	such	future	dividends.

Visa	Europe	put-call	option	agreement.	We	have	granted	Visa	Europe	a	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	after	March	25,	2009.	The purchase	price	of	the	Visa	Europe	shares	under	the	put	option	is	based	upon	a	formula	that,	subject	to	certain	adjustments,	applies	the	12-month	forward price-to-earnings	multiple	applicable	to	our	common	stock	at	the	time	the	option	is	exercised	to	Visa	Europe's	projected	sustainable	adjusted	net operating	income	for	the	same	12-month	period.	Upon	exercise	of	the	put	option,	we	will	be	obligated,	subject	only	to	regulatory	approvals	and	other limited	conditions,	to	pay	the	purchase	price	within	285	days	in	cash	or,	at	our	option,	with	a	combination	of	cash	and	shares	of	our	publicly	tradable common	stock.	The	portion	of	the	purchase	price	we	will	be	able	to	pay	in	stock	will	initially	be	limited	to	43.8%	based	upon	the	redemption	of	class	C (series	I)	common	stock	and	will	be	reduced	to	the	extent	of	any	further	redemptions	of,	or	exceptions	made	by	the	directors	to	the	transfer	restrictions applicable	to,	the	class	C	(series	I)	common	stock.	We	must	pay	the	purchase	price	in	cash	if	the	settlement	of	the	put	option	occurs	after	March	25, 2011.

We	will	incur	a	substantial	financial	obligation	if	Visa	Europe	exercises	the	put	option,	and	we	may	need	to	obtain	third-party	financing,	either	by borrowing	funds	or	undertaking	a	subsequent	equity	offering	in	order	to	fund	this	payment,	which	would	be	due	285	days	after	exercise.	At September	30,	2008,	the	fair	value	of	the	put	option	liability	was	$346	million.	While	this	amount	represents	the	fair	value	of	the	put	option	at September	30,	2008,	it	does	not	represent	the	actual	purchase	price	that	we

may	be	required	to	pay	if	the	option	is	exercised.	The	amount	of	that	potential	obligation	could	vary	dramatically	based	on,	among	other	things,	the	12 month	projected	sustainable	net	operating	income	of	Visa	Europe,	the	allocation	of	cost	synergies,	the	trading	price	of	our	class	A	common	stock,	and	our 12-month	forward	price-to-earnings	multiple,	in	each	case,	as	determined	at	the	time	the	put	option	is	exercised.	We	are	not	currently	able	to	estimate the	amount	of	this	obligation	due	to	the	nature	and	number	of	factors	involved	and	the	range	of	important	assumptions	that	would	be	required.	However, depending	upon	Visa	Europe's	level	of	sustainable	profitability	and/or	our	12-month	forward	price-to-earnings	multiple	at	the	time	of	any	exercise	of	the option,	the	amount	of	this	obligation	could	be	several	billion	dollars	or	more.	See	Note	4—Visa	Europe	to	our	consolidated	financial	statements	included elsewhere	in	this	report.

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	the	employees'	final	three	to	five	years	of	earnings,	as	well	as	a	postretirement	benefit	plan	which	provides postretirement	medical	benefits	for	retirees	and	dependents	that	meet	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	ERISA.	Our	postretirement	plan	is	funded	on	a	current	basis.	We typically	fund	our	pension	plan	in	September	of	each	year.	In	September	2008	and	2007	we	made	contributions	to	our	pension	and	postretirement	plans of	$190	million	and	$65	million,	respectively.	In	fiscal	2009	we	intend	to	fund	our	defined	benefits	pension	plan	and	postretirement	benefit	plan	by approximately	$70	million.

Capital	expenditures.	We	are	building	a	new	data	center	on	the	east	coast	of	the	United	States	at	a	current	estimated	cost	of	$390	million,	of	which we	expect	to	capitalize	approximately	$335	million.	In	fiscal	2007,	we	completed	the	purchase	of	a	parcel	of	land	and	commenced	construction,	which	is expected	to	continue	through	fiscal	2009.	Upon	completion,	we	will	migrate	our	current	east	coast	data	center	to	this	new	facility.	The	new	data	center	is intended	to	support	our	technology	objectives	related	to	reliability,	scalability,	security	and	new	product	development.	At	September	30,	2008,	we	had incurred	total	costs	of	$264	million	related	to	the	new	data	center.	We	have	remaining	committed	obligations	of	$70	million,	which	is	expected	to	be	paid in	fiscal	2009.	The	remaining	$56	million	of	uncommitted	estimated	costs	is	expected	to	be	paid	in	fiscal	2009	and	2010.	We	will	also	continue	to	make ongoing	investments	in	technology	and	our	payments	system	infrastructure,	some	of	which	we	treat	as	capital	expenditures.

Other	uses	of	liquidity.	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,	2008,	net	of	unamortized	issuance	costs,	was	$106 million.

Certain	charges	directly	connected	to	the	reorganization	will	affect	our	results	of	operations	in	future	periods.	These	charges,	which	may	be significant,	will	include	charges	during	fiscal	2009	related	to	workforce	consolidation	due	to	elimination	of	overlapping	functions.	We	expect	to	fund	these activities	with	existing	liquid	assets	and	projected	operating	cash	flows.

Our	off-balance	sheet	arrangements	are	comprised	of	guarantees.	Visa	Inc.	has	no	off-balance	sheet	debt,	other	than	operating	leases	and purchase	order	commitments	entered	into	in	the	ordinary	course	of	business	as	discussed	below	and	reflected	in	our	contractual	obligations	table.

# Guarantees

Our	financial	institution	customers	are	responsible	for	settlement	of	transactions	with	other	customers.	However,	under	the	bylaws	of	Visa	U.S.A. and	Visa	International,	and	through	separate	membership	agreements	with	the	individual	financial	institution	customers,	these	entities	indemnify	issuing and	acquiring	customers	for	settlement	losses	suffered	by	reason	of	the	failure	of	any	other	issuing	and	acquiring	customer	to	honor	drafts,	traveler's cheques,	or	other	instruments	processed	in	accordance	with	their	operating	regulations.	This	indemnification	is	unlimited	and	is	the	result	of	the difference	in	timing	between	the	date	of	a	payment	transaction	and	the	date	of	subsequent	settlement.	To	manage	the	settlement	risk	under	this indemnification	and	the	resulting	risk	to	all	financial	institution	customers,	a	formalized	set	of	credit	standards	is	used	to	review	financial	institution customers.	To	reduce	potential	losses	related	to	settlement	risk,	Visa	Inc.	requires	certain	financial	institution	customers	to	post	collateral	that	may include	cash	equivalents,	securities,	letters	of	credit	or	guarantees	in	order	to	ensure	their	performance	of	settlement	obligations.	Our	estimated settlement	exposure,	after	consideration	of	customer	collateral	obtained,	amounted	to	approximately	$34.8	billion	at	September	30,	2008.	The	exposure to	settlement	losses	not	covered	by	customer	collateral	is	accounted	for	as	a	settlement	risk	guarantee.	The	fair	value	of	the	settlement	risk	guarantee	is estimated	and	recorded	in	our	consolidated	balance	sheet.	See	Note	13—Settlement	Guarantee	Management	to	our	consolidated	financial	statements included	elsewhere	in	this	report.	The	fair	value	of	the	settlement	risk	guarantee	was	under	$1	million	at	September	30,	2008.

In	October	2001,	Visa	International	entered	into	a	20-year	lease	agreement	for	premises	in	London	to	be	occupied	by	the	EU	region	and	Visa CEMEA.	On	July	1,	2004,	upon	the	incorporation	of	the	EU	region	as	VESI,	a	wholly	owned	subsidiary	of	Visa	Europe,	the	entire	lease	was	assigned	to VESI	with	Visa	International	acting	as	a	guarantor	to	the	landlord	as	required	by	United	Kingdom	property	law	under	the	existing	lease.	In	the	event	of	a default	by	VESI,	Visa	International	is	obligated	to	make	lease	payments.	The	base	rent	commitment	is	£8	million	each	year	or	$14	million	in	U.S.	dollars (based	on	the	September	30,	2008	exchange	rate).	VESI	has	agreed	to	reimburse	Visa	International	for	any	liabilities	that	may	arise	under	Visa International's	guarantee	to	the	landlord.	Since	the	inception	of	this	arrangement,	Visa	International	has	not	made	any	payments	under	this	guarantee. The	estimated	fair	value	of	this	guarantee	was	under	$1	million	at	September	30,	2008.

# Indemnifications

In	the	ordinary	course	of	business,	we	enter	into	contractual	arrangements	with	financial	institution	and	other	customers	under	which	we	may	agree to	indemnify	the	customer	for	certain	types	of	losses	incurred	relating	to	the	services	we	provide	or	otherwise	relating	to	our	performance	under	the applicable	agreement.	Such	indemnification	obligations	may	not	be	subject	to	maximum	loss	clauses.	Historically,	payments	we	have	made	related	to these	indemnification	obligations	have	been	immaterial.

# 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,	2008.	We	believe that	we	will	be	able	to	fund	these	obligations	through	cash	generated	from	operations	and	from	our	existing	cash	balances,	proceeds	from	our	IPO,	and available	credit	facilities.

|  | Less	than | 1-3 | 3-5 | More	than |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 1\tYear | Years | Years | 5\tYears | Total |
|  |  |  | (in\tmillions) |  |  |
| Purchase\torders(1) | $666 | $57 | $2 | $— | $725 |
| Operating\tleases(2) | 35 | 47 | 18 | 37 | 137 |
| Equipment,\tsoftware\tand\tother (2) | 14 | 15 | — | — | 29 |
| Volume\tand\tsupport\tincentives(3) | 1,069 | \t 1,913 | \t 1,318 | 483 | 4,783 |
| Marketing\tand\tsponsorships (4) | 107 | 152 | 97 | 25 | 381 |
| Litigation\tpayments(5) | 2,461 | 970 | 270 | — | 3,701 |
| Redemption\tof\tclass\tC\t(series\tII)\tcommon\tstock (6) | 1,136 | — | — | — | 1,136 |
| Redemption\tof\tclass\tC\t(series\tIII)\tcommon\tstock (6) | 1,508 | — | — | — | 1,508 |
| Debt(7) | 52 | 24 | 21 | 11 | 108 |
| Interest\ton\tdebt(7) | 7 | 7 | 3 | 1 | 18 |
| Total | $7,055 | $3,185 | $1,729 | $557 | $12,526 |

(1) Purchase	obligations	include	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.

(2) Visa	Inc.	leases	certain	premises	such	as	its	data	centers,	certain	regional	offices,	equipment	and	software	under	non-cancelable	operating	leases with	varying	expiration	dates.

(3) Visa	Inc.	generally	has	non-cancelable	agreements	with	financial	institutions	and	merchants	for	various	programs	designed	to	build	sales	volume and	increase	payment	product	acceptance.	These	agreements,	which	range	in	term	from	one	to	13	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 payments	and	transaction	volumes	in	connection	with	these	agreements.	These	amounts	are	estimates	and	could	change	based	on	customer performance.

(4) Visa	Inc.	is	a	party	to	contractual	sponsorship	agreements	ranging	from	less	than	one	year	to	8	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.

(5) Represents	amounts	due	in	accordance	with	settlement	agreements	in	the	Retailers'	Litigation,	American	Express,	Discover	and	other	litigation settlements.

(6) In	October	2008,	we	redeemed	all	of	the	class	C	(series	II)	common	stock	for	an	aggregate	redemption	price	of	$1.1	billion	(subject	to	reduction	for dividends	and	other	adjustments)	and	we	redeemed	35,263,585	shares	of	class	C	(series	III)	common	stock	for	an	aggregate	redemption	price	of $1.5	billion.	See	Note	16—Stockholders'	Equity	and	Redeemable	Shares.

(7) Represents	payments	on	medium-term	notes,	2002	series	B	senior	secured	notes,	1994	and	1995	series	B	secured	notes.	See Note	11—Debt	to our	consolidated	financial	statements	included	elsewhere	in	this	report.

Effective	October	1,	2007,	we	adopted	the	provisions	of	FASB	Interpretation	No.	48,	 Accounting	for	Uncertainty	in	Income	Taxes—an	Interpretation of	FASB	Statement	No.	109.	At	September	30,	2008,	the	liability	for	uncertain	tax	positions,	net	of	offsetting	tax	benefits	associated	with	the	correlative effects	of	state	and	foreign	income	taxes	was	$376	million.	At	September	30,	2008,	we	also	accrued	$5	million	of	interest	and	$1	million	of	penalties associated	with	our	uncertain	tax	positions.	We	cannot	determine	the	range	of	cash	payments	that	will	be	made	within	the	next	twelve	months	associated with	our	uncertain	tax	positions.

Also	see	Note	11—Debt,	Note	20—Commitments	and	Contingencies,	and	Note	23—Legal	Matters	to	our	consolidated	financial	statements included	elsewhere	in	this	report.

During	fiscal	2008,	a	significant	portion	of	our	operating	revenues	were	generated	from	four	customers	with	officers	who	also	serve	on	our	board	of directors.	Operating	revenues	from	these	customers	were	approximately	$538	million,	or	9%,	of	our	operating	revenues	for	fiscal	2008.	No	customer accounted	for	10%	or	more	of	Visa	Inc.'s	total	operating	revenues	during	this	period.	The	loss	of	any	of	these	customers	could	adversely	impact	our operating	revenues	and	operating	income	going	forward.	See	Note	21—Related	Parties	to	our	consolidated	financial	statements	included	elsewhere	in this	report.

One	of	the	Company's	directors,	and	the	spouse	of	another	of	the	Company's	directors,	are	also	officers	of	entities	that	participated	in	(or	are affiliated	with	an	entity	that	participated	in)	our	IPO	as	underwriters,	and	one	of	those	entities	is	also	one	of	our	customers.	As	underwriters,	each	was offered	and	purchased	113	million	shares	of	class	A	common	stock	at	a	price	of	$42.77	per	share,	a	discount	of	$1.23	per	share	based	on	the	IPO	price of	$44.00	per	share.	This	price	per	share	is	the	same	as	that	paid	by	all	underwriters	in	the	IPO.	Also	as	underwriters,	each	received	total	underwriter fees	from	us	of	$139	million	in	March	2008.

We	are	also	a	party	to	numerous	agreements	with	Visa	Europe,	a	holder	of	our	class	C	common	stock,	which	allow	each	entity	to	provide	services to	the	other	at	negotiated	fees,	including	the	allocation	of	costs	for	office	premises	which	are	shared	by	us	and	Visa	Europe.	For	fiscal	2008,	total operating	revenues	and	operating	expenses	related	to	Visa	Europe	totaled	$221	million	and	$7	million,	respectively.	At	September	30,	2008,	Visa	Europe owed	us	approximately	$3	million	in	net	accounts	receivable.	See	Note	4—Visa	Europe	to	our	consolidated	financial	statements	included	elsewhere	in this	report.

Also	see	Item	13	"Certain	Relationships	and	Related	Transactions,	and	Director	Independence" 	included	elsewhere	in	this	report.

Our	consolidated	financial	statements	are	prepared	in	accordance	with	accounting	principles	generally	accepted	in	the	United	States	of	America. The	preparation	of	these	consolidated	financial	statements	requires	us	to	make	judgments,	assumptions	and	estimates	that	affect	the	amounts	reported. Note	2—Summary	of	Significant	Accounting	Policies	to	our	consolidated	financial	statements	describes	the	significant	accounting	policies	and	methods used	in	the	preparation	of	our	consolidated	financial	statements	and	is	included	elsewhere	in	this	report.	We	have	established	policies	and	control procedures	to	seek	to	ensure	that	estimates	and	assumptions	are	appropriately	governed	and	applied	consistently	from	period	to	period.	On	a	regular basis,	we	review	the	accounting	policies,	assumptions,	estimates	and	judgments	to	ensure	that	our	consolidated	financial	statements	are	presented	fairly and	in	accordance	with	generally	accepted	accounting	principles.	However,	because	future	events	and	their	effects	cannot	be	determined	with	certainty, actual	results	could	differ	from	our	assumptions	and	estimates,	and	such	differences	could	be	material.	The	following	is	a	brief	description	of	our	current accounting	policies	involving	significant	management	judgments.

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.

# Incentives

We	enter	into	incentive	agreements	with	financial institution	customers,	merchants	and	other	business partners	to	build	payments	volume	and	to	increase product	acceptance.	Certain	volume	and	support incentives	are	based	on	performance	targets	and	are accrued	based	upon	estimates	of	future	performance. customer	reported	information,	transactional Other	incentives	are	fixed	payments	and	are	deferred information	accumulated	from	our	systems, and	amortized	over	the	period	of	benefit. Volume	and	support	incentives	require	significant If	our	customers'	actual	performance	or management	estimates.	Estimation	of	volume and	support	incentives	relies	on	forecasts	of payments	volume,	estimates	of	card	issuance and	conversion.	Performance	is	estimated	using historical	information	and	discussions	with	our customers. recoverable	cash	flows	are	not	consistent	with our	estimates,	volume	and	support	incentives may	be	materially	different	than	initially recorded.	The	cumulative	impact	of	a	revision in	estimates	is	recorded	in	the	period	such revisions	become	probable	and	estimable	and is	recorded	as	a	reduction	of	revenue.	For	the year	ended	September	30,	2008	performance adjustments	to	volume	and	support agreements	were	approximately	0.2%	of	our operating	revenues.

# Fair	Value—Visa	Europe	Put	Option

We	have	granted	Visa	Europe	a	put	option	under which	Visa	Inc.	is	required	to	purchase	all	of	the share	capital	of	Visa	Europe	from	its	members	at	any time	after	March	25,	2009.	The	purchase	price	of	the Visa	Europe	shares	under	the	put	option	is	based upon	a	formula	that,	subject	to	certain	adjustments, applies	the	12-month	forward	price-to-earnings multiple	applicable	to	our	common	stock	at	the	time the	option	is	exercised	to	Visa	Europe's	projected sustainable	adjusted	net	operating	income	for	the same	12-month	period.	We	determined	the	fair	value of	the	put	option	using	probability	weighted	models designed	to	estimate	our	liability

The	determination	of	the	fair	value	of	the	put option	requires	significant	estimates	and assumptions.	The	most	significant	of	these estimates	are	the	assumed	probability	that	Visa Europe	will	elect	to	exercise	its	option	and	the estimated	differential	between	the	12-month forward	price-to-earnings	multiple	applicable	to our	common	stock	and	that	applicable	to	Visa Europe	on	a	stand	alone	basis	at	the	time	of exercise,	which	we	refer	to	as	the	P/E differential.

In	the	determination	of	the	fair	value	of	the	put option	at	September	30,	2008,	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	5.3x.	The	use	of	a	probability	of exercise	of	5%	higher	than	our	estimate	would have	resulted	in	an	increase	of	approximately $44	million	in	the	value	of	the	put	option.	An increase	of	one	in	the	assumed	P/E	differential would	have	resulted	in	an	increase	of approximately	$71	million	in	the	value	of	the put	option.

# Critical	Estimates

# Assumptions	and	Judgment

# Impact	if	Actual	Results

# Differ	from	Assumptions

assuming	various	possible	exercise	decisions	that

Visa	Europe	could	make,	including	the	possibility	it will	never	exercise	its	option,	under	different economic	conditions	in	the	future.	Using	this approach,	the	estimated	fair	value	is	approximately $346	million	at	September	30,	2008	and	is	included	in other	liabilities	on	the	Visa	Inc.	consolidated	balance sheet	at	September	30,	2008.

While	this	amount	represents	the	fair	value	of	the	put option	at	September	30,	2008,	it	does	not	represent the	actual	purchase	price	that	we	may	be	required	to pay	if	the	option	was	exercised,	which	would	likely	be significantly	in	excess	of	this	amount.

# Fair	Value—Goodwill	and	Intangibles

The	purchase	method	of	accounting	for	business combinations	and	associated	impairment	assessment business	combinations,	including	goodwill	and requires	the	use	of	significant	estimates	and assumptions.	We	are	required	to	estimate	the	fair value	and	useful	lives	of	assets	acquired	and liabilities	assumed.	We	are	required	to	assess	assets acquired	and	goodwill	for	impairment	subsequently. Valuation	of	assets	and	liabilities	assumed	in intangible	assets	require	the	use	of management's	judgment.	These	judgments	can include,	but	are	not	limited	to,	the	cash	flows	that an	asset	is	expected	to	generate	in	the	future, the	appropriate	weighted	average	cost	of	capital and	an	appropriate	discount	rate	determined	by our	management.	We	believe	that	the assumptions	made	in	this	regard	are	comparable to	those	that	market	participants	would	use	in making	estimates	of	fair	value.	Our	estimates	are based	upon	assumptions	believed	to	be reasonable,	but	which	are	inherently	uncertain and	unpredictable. Determining	the	expected	life	of	an	intangible asset	requires 88

If	actual	results	are	not	consistent	with	our assumptions	and	estimates,	we	may	be exposed	to	impairment	charges.	The	carrying value	of	the	goodwill	and	intangible	assets	was $21.1	billion,	including	$10.9	billion	of indefinite-lived	intangible	assets	at	September 30,	2008.

# Legal	and	Regulatory	Matters

We	are	currently	involved	in	various	claims	and	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.

considerable	management	judgment	and	is based	on	the	evaluation	of	a	number	of	factors, including	the	competitive	environment,	market share,	customer	history	and	macroeconomic factors.	We	determined	that	our	brand	and customer	relationships	intangible	assets	have indefinite	lives,	based	on	our	significant	market share,	history	of	strong	revenue	and	cash	flow performance,	and	historical	retention	rates	which we	expect	to	continue	for	the	foreseeable	future.

Impairment	testing	for	assets,	other	than goodwill,	requires	the	allocation	of	cash	flows	to those	assets	or	group	of	assets	and	if	required, an	estimate	of	fair	value	for	the	assets	or	group of	assets.	Impairment	testing	for	goodwill requires	us	to	assign	assets	and	liabilities	to reporting	units	along	with	estimating	future	cash flows	for	those	reporting	units	based	on assumptions	of	future	events.

We	evaluate	the	likelihood	of	a	potential	loss from	any	claim	or	legal	proceeding	to	which	we or	any	of	our	subsidiaries	is	a	party	in accordance	with	SFAS	No.	5,	"Accounting	for Contingencies"	(SFAS	5).	We	record	a	liability for	claims	and	legal	proceedings	when	a	loss	is considered	probable	and	the	amount	can	be reasonably	estimated.	In	most	cases,	significant judgment	is	required	in	both	the	determination	of probability	and	the	determination	as	to	whether an	exposure	is	reasonably 89

Due	to	the	inherent	uncertainties	of	the	legal and	regulatory	process	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 condition	and	results	of	operations.

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.	In	determining	our	liability	under	SFAS 5	for	covered	litigation	under	the	Retrospective Responsibility	Plan,	we	also	evaluate	the	actions taken	by	the	litigation	committee	including	its decisions	regarding	the	establishment	and funding	of	the	escrow	account.	As	additional information	becomes	available,	we	reassess	the potential	liability	related	to	pending	claims	and litigation	and	may	revise	our	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.

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.

The	adoption	of	FASB	interpretation	No.	48,

"Accounting	for	Uncertainty	in	Income	Taxes—an

interpretation	of	FASB	Statement	No.	109"

required	us	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.

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	of	$317	million	and	$857 million,	respectively,	associated	with	the settlement	of	the	American	Express	litigation and	the	recognition	of	a	liability	under	the guidelines	of	SFAS	No.	5	related	to	the Discover	litigation	and	other	matters.	See	Note 23—Legal	Matters	to	our	consolidated	financial statements	included	elsewhere	in	this	report.	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.

In	September	2006,	the	FASB	issued	SFAS	No.	157,	 Fair	Value	Measurements	("SFAS	157"),	which	defines	fair	value	and	establishes	a framework	for	measuring	fair	value	in	generally	accepted	accounting	principles,	and	expands	disclosure	requirements	about	fair	value	measurements.	In February	2008,	the	FASB	issued	FASB	Staff	Position	("FSP	No.	FAS	157-2"),	Effective	Date	of	FASB	Statement	No.	157	("FSP	FAS	157-2"),	which delays	the	effective	date	of	SFAS	157	until	fiscal	years	beginning	after	November	15,	2008	for	all	non-financial	assets	and	non-financial	liabilities,	except for	items	that	are	recognized	or	disclosed	at	fair	value	in	the	financial	statements	on	a	recurring	basis	(at	least	annually).	SFAS	157	is	effective	for financial	assets	and	liabilities	for	fiscal	years	beginning	after	November	15,	2007.	We	have	evaluated	the	impact	of	adopting	SFAS	157	on	our	financial assets	and	liabilities	and	do	not	believe	that	the	standard	will	have	a	significant	impact	on	our	consolidated	financial	statements	upon	adoption	on October	1,	2008.	We	are	in	the	process	of	evaluating	the	impact,	if	any,	on	our	consolidated	financial	statements	of	adopting	FSP	FAS	157-2	on	our	non- financial	assets	and	liabilities.

In	February	2007,	the	FASB	issued	SFAS	No.	159,	 The	Fair	Value	Option	for	Financial	Assets	and	Financial	Liabilities,	Including	an	Amendment to	SFAS	115	("SFAS	159").	SFAS	159	allows	the	measurement	of	many	financial	instruments	and	certain	other	assets	and	liabilities	at	fair	value	on	an instrument-by-instrument	basis	under	a	fair	value	option.	In	addition,	SFAS	159	includes	an	amendment	of	SFAS	No.	115,	Accounting	for	Certain Investments	in	Debt	and	Equity	Securities,	and	applies	to	all	entities	with	available-for-sale	and	trading	securities.	SFAS	159	is	effective	for	fiscal	years that	begin	after	November	15,	2007.	Effective	October	1,	2008,	we	elected	the	fair	value	option	for	certain	investment	securities	which	are	held	in connection	with	employee	compensation	plans.	These	securities	will	be	reported	as	trading	securities	with	changes	in	fair	value	recorded	as	other income	(expense)	on	our	consolidated	statements	of	operations.

In	December	2007,	the	FASB	issued	SFAS	No.	160,	 Noncontrolling	Interests	in	Consolidated	Financial	Statements—an	amendment	of	ARB No.	51	("SFAS	160").	SFAS	160	requires	that	the	ownership	interests	in	subsidiaries	held	by	parties	other	than	the	parent	and	the	amount	of consolidated	net	income	attributable	to	the	parent	and	to	the	noncontrolling	interest	be	clearly	identified	and	presented	on	the	face	of	the	consolidated statement	of	income,	changes	in	a	parent's	ownership	interest	while	the	parent	retains	its	controlling	financial	interest	in	its	subsidiary	be	accounted	for consistently,	and	that	any	retained	noncontrolling	equity	investment	in	a	deconsolidated	former	subsidiary	be	initially	measured	at	fair	value.	SFAS	160 also	requires	entities	to	provide	sufficient	disclosures	to	clearly	identify	and	distinguish	between	the	interests	of	the	parent	and	the	interests	of	the noncontrolling	owners.	SFAS	160	is	effective	for	fiscal	years,	and	interim	periods	within	those	fiscal	years,	beginning	on	or	after	December	15,	2008. Early	adoption	is	prohibited.	The	adoption	of	this	statement	is	not	expected	to	have	an	effect	on	our	consolidated	financial	statements.

In	December	2007,	the	FASB	issued	SFAS	No.	141	(revised	2007),	 Business	Combinations	("SFAS	141R").	SFAS	141R	changes	the	accounting for	business	combinations	including	the	measurement	of	acquirer	shares	issued	in	consideration	for	a	business	combination,	the	recognition	of contingent	consideration,	the	treatment	of	acquisition	related	transaction	costs,	the	accounting	for	preacquisition	gain	and	loss	contingencies,	the accounting	for	acquisition-related	restructuring	cost	accruals,	and	the	recognition	of	changes	in	the	acquirer's	income	tax	valuation	allowance.	SFAS 141R	is	effective	for	fiscal	years	beginning	after	December	15,	2008,	with	early	adoption	prohibited.	We	are	currently	evaluating	the	impact,	if	any,	of adopting	SFAS	141R	on	our	consolidated	financial	statements.

In	March	2008,	the	FASB	issued	SFAS	No.	161,	 Disclosures	about	Derivative	Instruments	and	Hedging	Activities—an	amendment	of	FASB Statement	No.	133	("SFAS	161").	SFAS	161	changes	the

disclosure	requirements	for	derivative	instruments	and	hedging	activities.	SFAS	161	requires	disclosures	of	how	and	why	an	entity	uses	derivative instruments,	how	derivative	instruments	and	related	hedged	items	are	accounted	for	and	how	derivative	instruments	and	related	hedged	items	affect	an entity's	financial	position,	financial	performance,	and	cash	flows.	SFAS	161	is	effective	for	fiscal	years	and	interim	periods	beginning	after	November	15, 2008,	with	early	adoption	permitted.	We	are	currently	evaluating	the	impact,	if	any,	of	adopting	SFAS	161	on	our	consolidated	financial	statements.

In	April	2008,	the	FASB	issued	FSP	No.	FAS	142-3,	 Determination	of	the	Useful	Life	of	Intangible	Assets ("FSP	FAS	142-3").	FSP	FAS	142-3 amends	the	factors	that	should	be	considered	in	developing	renewal	or	extension	assumptions	used	to	determine	the	useful	life	of	a	recognized intangible	asset	under	SFAS	No.	142,	Goodwill	and	Other	Intangible	Assets.	FSP	FAS	142-3	is	effective	for	fiscal	years	beginning	after	December	15, 2008.	We	are	currently	evaluating	the	impact,	if	any,	of	adopting	FSP	FAS	142-3	on	our	consolidated	financial	statements.

In	May	2008,	the	FASB	issued	SFAS	No.	162,	 The	Hierarchy	of	Generally	Accepted	Accounting	Principles	 ("SFAS	162").	SFAS	162	identifies	the sources	of	accounting	principles	and	the	framework	for	selecting	principles	to	be	used	in	the	preparation	and	presentation	of	financial	statements	in accordance	with	accounting	principles	generally	accepted	in	the	United	States	of	America.	SFAS	162	will	be	effective	60	days	following	the	SEC's approval	of	the	Public	Company	Accounting	Oversight	Board	amendments	to	AU	Section	411,	The	Meaning	of	Present	Fairly	in	Conformity	with Generally	Accepted	Accounting	Principles.	The	adoption	of	this	statement	is	not	expected	to	have	an	effect	on	our	consolidated	financial	statements.

In	June	2008,	the	FASB	issued	FSP	EITF	03-6-1,	 Determining	Whether	Instruments	Granted	in	Share-Based	Payment	Transactions	Are Participating	Securities	("FSP	EITF	03-6-1").	FSP	EITF	03-6-1	addresses	whether	instruments	granted	in	share-based	payment	transactions	are participating	securities	prior	to	vesting	and	therefore	need	to	be	included	in	the	earnings	allocation	in	calculating	earnings	per	share	under	the	two-class method	described	in	SFAS	No.	128,	Earnings	per	Share.	FSP	EITF	03-6-1	requires	companies	to	treat	unvested	share-based	payment	awards	that	have non-forfeitable	rights	to	dividend	or	dividend	equivalents	as	a	separate	class	of	securities	in	calculating	earnings	per	share.	FSP	EITF	03-6-1	is	effective for	fiscal	years	beginning	after	December	15,	2008;	earlier	application	is	not	permitted.	We	are	currently	evaluating	the	impact,	if	any,	of	adopting	FSP EITF	03-6-1	on	our	results	of	operations	and	earnings	per	share.

In	September	2008,	the	FASB	issued	FSP	No.	133-1	and	FIN	45-4,	 Disclosures	about	Credit	Derivatives	and	Certain	Guarantees:	An	Amendment of	FASB	Statement	No.	133	and	FASB	Interpretation	No.	45;	and	Clarification	of	the	Effective	Date	of	FASB	Statement	No.	161	("FSP	133-1	and	FIN	45- 4").	FSP	133-1	and	FIN	45-4	is	intended	to	improve	disclosures	about	credit	derivatives	by	requiring	more	information	about	the	potential	adverse	effects of	changes	in	credit	risk	on	the	financial	position,	financial	performance,	and	cash	flows	of	the	sellers	of	credit	derivatives.	It	amends	SFAS	No.	133, Accounting	for	Derivative	Instruments	and	Hedging	Activities	("SFAS	133"),	to	require	disclosures	by	sellers	of	credit	derivatives,	including	credit derivatives	embedded	in	hybrid	instruments.	The	FSP	also	amends	FIN	45,	Guarantor's	Accounting	and	Disclosure	Requirements	for	Guarantees, Including	Indirect	Guarantees	of	Indebtedness	to	Others	("FIN	45"),	to	require	an	additional	disclosure	about	the	current	status	of	the payment/performance	risk	of	a	guarantee.	The	provisions	of	the	FSP	that	amend	SFAS	133	and	FIN	45	are	effective	for	reporting	periods	(annual	or interim)	ending	after	November	15,	2008.	Lastly,	the	FSP	clarifies	the	effective	date	of	SFAS	No.	161,	Disclosures	about	Derivative	Instruments	and Hedging	Activities—an	amendment	of	FASB	Statement	No.	133,	as	any	reporting	period	(annual	or	quarterly	interim)	beginning	after	November	15, 2008.	We	are	currently	evaluating	the	impact,	if	any,	of	adopting	this	FSP	on	our	consolidated	financial	statements.

Market	risk	is	the	potential	economic	loss	arising	from	changes	in	market	factors.	We	believe	we	are	exposed	to	four	significant	market	risks	that could	affect	our	business	including:	changes	in	foreign	currency	rates,	interest	rates	and	equity	prices.	We	do	not	hold	or	enter	into	derivatives	or	other financial	instruments	for	trading	or	speculative	purposes.	Aggregate	risk	exposures	are	monitored	on	an	ongoing	basis,	and	cash	and	cash	equivalents are	not	considered	to	be	subject	to	significant	interest	rate	risk	due	to	the	short	period	of	time	to	maturity.

# Foreign	Currency	Exchange	Rate	Risk

Our	business	is	conducted	globally.	Although	most	of	our	activities	are	transacted	in	U.S.	dollars,	we	are	exposed	to	adverse	movements	in	foreign currency	exchange	rates.	Risks	from	foreign	currency	exchange	rate	fluctuations	are	related	primarily	to	adverse	changes	in	the	dollar	value	of	revenues that	are	derived	from	foreign	currency-denominated	transactions,	and	to	adverse	changes	in	the	dollar	value	of	payments	in	foreign	currencies,	primarily for	costs	and	expenses	at	our	non-U.S.	locations.

These	risks	are	managed	by	utilizing	derivative	foreign	currency	forward	and	option	contracts,	which	we	refer	to	as	foreign	currency	contracts. Foreign	currency	contracts	are	primarily	designated	as	hedges	of	operational	cash	flow	exposures	which	result	from	changes	in	foreign	currency exchange	rates.	At	September	30,	2008,	the	currency	underlying	the	foreign	currency	contracts	consists	of	the	British	pound	sterling.	Prior	to	the reorganization,	Visa	U.S.A.	did	not	engage	in	foreign	currency	hedges.	Our	foreign	currency	exchange	rate	risk	management	program	reduces,	but	does not	entirely	eliminate,	the	impact	of	foreign	currency	exchange	rate	movements.

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 customers	relative	to	the	timing	of	market	trades	for	balancing	currency	positions.	The	foreign	currency	exchange	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.	We	do	not	consider	investment	securities	which	are	classified	as	cash	and cash	equivalents	to	be	subject	to	significant	market	risks	from	a	fair	value	perspective,	as	amounts	consist	of	liquid	investments	with	original	maturities	of three	months	or	less.	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.	Because	we	have	historically	had	the	ability	to	hold	investments	until	maturity,	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	at	September	30,	2008	include:

|  | 2008 | 2007 |
| :--- | :--- | :--- |
|  | Visa\tInc. | Visa\tU.S.A. |
|  | (in\tmillions,\texcept |  |
|  | percentages) |  |
| U.S.\tgovernment-sponsored\tentities | 391 | 1,274 |
| Canadian\tgovernment-sponsored\tentities | 7 | — |
| Tax-exempt\tmunicipal\tbonds | 5 | 9 |
| Total | $403 | $1,283 |
| Percentage\tof\ttotal\tassets | 1% | 29% |

A	hypothetical	100	basis	point	increase	or	decrease	in	interest	rates	would	have	impacted	the	fair	value	of	our	investment	portfolio	by approximately	$6	million	or	$4	million,	respectively,	at	September	30,	2008.	A	hypothetical	100	basis	point	increase	or	decrease	in	interest	rates	would have	impacted	the	fair	value	of	the	Visa	U.S.A.'s	investment	portfolio	by	approximately	$7	million	or	$2	million,	respectively,	at	September	30,	2007.

The	fair	value	balances	of	our	adjustable-rate	debt	securities	were	$103	million	and	$152	million	at	September	30,	2008	and	2007,	respectively.

We	have	a	credit	facility	to	provide	liquidity	in	the	event	of	settlement	failures	by	our	customers	and	other	operational	needs.	This	credit	facility	has variable	rates	which	are	applied	to	borrowings	based	on	terms	and	conditions	set	forth	in	the	agreement.	There	was	no	amount	outstanding	at September	30,	2008	under	the	credit	facility.

We	have	fixed	rate	debt	which	is	subject	to	interest	rate	risk.	A	hypothetical	100	basis	point	increase	or	decrease	in	rates	would	have	impacted	the fair	value	of	these	notes	by	approximately	$2	million	at	September	30,	2008.

# Equity	Price	Risk

We	own	equity	securities	which	are	selected	to	offset	obligations	in	connection	with	our	long-term	incentive	and	deferred	compensation	plans. Equity	securities	primarily	consist	of	mutual	fund	investments	related	to	various	employee	compensation	plans.	For	these	plans,	employees	bear	the	risk of	market	fluctuations.	Realized	gains	and	losses	or	other-than-temporary	impairments	experienced	on	these	equity	investments	are	recorded	in investment	income,	net	on	our	consolidated	statements	of	operations,	and	are	offset	by	increases	or	reductions	in	personnel	expense,	respectively.	The effect	of	a	hypothetical	10%	change	in	market	value	would	have	increased	or	decreased	unrealized	losses	and	personnel	expense,	respectively,	by	$9 million	and	$5	million	for	fiscal	2008	and	fiscal	2007,	respectively.

We	have	a	liability	related	to	the	put-call	option	with	Visa	Europe	which	is	recorded	at	fair	market	value	at	September	30,	2008.	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,	2008, 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 5.3x.	The	use	of	a	probability	of	exercise	5%	higher	than	our	estimate	would	have	resulted	in	an	increase	of	approximately	$44	million	in	the	value	of	the put	option.	An	increase	of	one	in	the	assumed	P/E	differential	would	have	resulted	in	an	increase	of	approximately	$71	million	in	the	value	of	the	put option.

# Pension	Plan	Assets	Risk

Our	total	defined	benefit	pension	plan	assets	were	$624	million	and	$604	million	at	September	30,	2008	and	2007,	respectively.	Although	these assets	are	not	included	in	our	financial	statements,	a	material	adverse	decline	in	the	value	of	pension	plan	assets	could	result	in	increases	to	our	pension liability	and	a	reduction	to	stockholders'	equity	due	to	an	increase	in	the	underfunded	status	of	the	plan,	increases	in	pension	expense	due	to	a	decline	in the	expected	rate	of	return	on	plan	assets,	and	increases	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	2009,	which	we	expect	to	make	in	September	2009.

# 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	Historical	and	Pro Forma	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 | 97 |
| :--- | :--- |
| Consolidated\tBalance\tSheets | 99 |
| Consolidated\tStatements\tof\tOperations | 101 |
| Consolidated\tStatements\tof\tChanges\tin\tStockholders'\tEquity | 103 |
| Consolidated\tStatements\tof\tComprehensive\tIncome | 105 |
| Consolidated\tStatements\tof\tCash\tFlows | 106 |
| Notes\tto\tthe\tConsolidated\tFinancial\tStatements | 108 |

# Report	of	Independent	Registered	Public	Accounting	Firm

# [KPMG	LLP	letterhead]

# The	Board	of	Directors	and	Stockholders

# Visa	Inc.	and	subsidiaries:

We	have	audited	the	accompanying	consolidated	balance	sheet	of	Visa	Inc.	and	subsidiaries	as	of	September	30,	2008,	and	the	related consolidated	statements	of	operations,	changes	in	stockholders'	equity,	comprehensive	income,	and	cash	flows	for	the	year	ended	September	30,	2008, and	the	consolidated	balance	sheet	of	Visa	U.S.A.	Inc.	and	subsidiaries	(Visa	U.S.A)	as	of	September	30,	2007,	and	the	related	consolidated	statements of	operations,	changes	in	stockholders'	equity,	comprehensive	income,	and	cash	flows	for	each	of	the	years	in	the	two-year	period	ended	September	30, 2007.	We	also	have	audited	Visa	Inc.'s	internal	control	over	financial	reporting	as	of	September	30,	2008,	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	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,	2008,	and	the	results	of	its	operations	and	its	cash	flows	for	the	year	ended	September	30,	2008,	and	of	Visa	U.S.A.	as of	September	30,	2007,	and	the	results	of	its	operations	and	cash	flows	for	each	of	the	years	in	the	two-years	period	ended	September	30,	2007,	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,	2008,	based	on	criteria	established	in	Internal	Control	–	Integrated	Framework	issued	by	the	Committee	of Sponsoring	Organizations	of	the	Treadway	Commission.

As	discussed	in	Notes	2	and	3	to	the	consolidated	financial	statements,	the	consolidated	balance	sheet	as	of	September	30,	2007,	and	the	related consolidated	statements	of	operations,	changes	in	stockholders'	equity,	comprehensive	income,	and	cash	flows	for	each	of	the	years	in	the	two-year period	ended	September	30,	2007	are	those	of	Visa	U.S.A,	the	accounting	acquirer	in	the	reorganization.

/s/	KPMG	LLP

San	Francisco,	California

# CONSOLIDATED	BALANCE	SHEETS

| Cash	and	cash	equivalents | $4,979 | $275 |
| :--- | :--- | :--- |
| Restricted\tcash—litigation\tescrow | 1,298 | — |
| Investment\tsecurities,\tavailable-for-sale | 355 | 747 |
| Settlement\treceivable | 1,131 | 10 |
| Accounts\treceivable | 342 | 245 |
| Customer\tcollateral | 679 | 68 |
| Current\tportion\tof\tvolume\tand\tsupport\tincentives | 256 | 96 |
| Current\tportion\tof\tdeferred\ttax\tassets | 944 | 795 |
| Prepaid\texpenses\tand\tother\tcurrent\tassets | 1,190 | 271 |
| Total\tcurrent\tassets | 11,174 | 2,507 |
| Restricted\tcash—litigation\tescrow | 630 | — |
| Investment\tsecurities,\tavailable-for-sale | 244 | 737 |
| Volume\tand\tsupport\tincentives | 123 | 44 |
| Investment\tin\tVisa\tInternational | — | 227 |
| Property,\tequipment\tand\ttechnology,\tnet | 1,080 | 313 |
| Deferred\ttax\tassets | — | 471 |
| Other\tassets | 634 | 91 |
| Intangible\tassets | 10,883 | — |
| Goodwill | 10,213 | — |
| Total\tassets | $34,981 | $4,390 |
| Liabilities |  |  |
| Accounts\tpayable | $159 | $99 |
| Settlement\tpayable | 1,095 | 50 |
| Customer\tcollateral | 679 | 68 |
| Accrued\tcompensation\tand\tbenefits | 420 | 244 |
| Volume\tand\tsupport\tincentives | 249 | 188 |
| Accrued\tliabilities | 306 | 356 |
| Current\tportion\tof\tlong-term\tdebt | 51 | 41 |
| Current\tportion\tof\taccrued\tlitigation | 2,698 | 2,236 |
| Redeemable\tclass\tC\t(series\tIII)\tcommon\tstock,\t35,263,585\tshares\toutstanding\tat\tSeptember\t30,\t2008 | 1,508 | — |
| Total\tcurrent\tliabilities | 7,165 | 3,282 |
| Long-term\tdebt | 55 | — |
| Accrued\tlitigation | 1,060 | 1,446 |
| Deferred\ttax\tliabilities | 3,811 | — |
| Other\tliabilities | 613 | 125 |
| Total\tliabilities | 12,704 | 4,853 |

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

# CONSOLIDATED	BALANCE	SHEETS—(Continued)

(1) Historical	balances	for	periods	prior	to	October	1,	2007	represent	balances	for	Visa	U.S.A.	Inc.,	deemed	the	accounting	acquirer	in	the	business	combination.	As	Visa	U.S.A.	was	a	non-stock corporation,	no	stock	was	authorized,	issued,	or	outstanding	at	September	30,	2007.

# CONSOLIDATED	STATEMENTS	OF	OPERATIONS

|  | 2008 | 2007^(1) | 2006^(1) |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions\texcept\tper\tshare\tdata) |  |
| Operating\tRevenues |  |  |  |
| Service\tfees | $3,061 | $1,945 | $1,610 |
| Data\tprocessing\tfees | 2,073 | 1,416 | 1,248 |
| International\ttransaction\tfees | 1,721 | 454 | 398 |
| Other\trevenues | 569 | 280 | 280 |
| Volume\tand\tsupport\tincentives | (1,161) | (505) | (588) |
| Total\toperating\trevenues | 6,263 | 3,590 | 2,948 |
| Operating\tExpenses |  |  |  |
| Personnel | 1,199 | 721 | 671 |
| Network,\tEDP\tand\tcommunications | 339 | 249 | 213 |
| Advertising,\tmarketing\tand\tpromotion | 1,016 | 581 | 474 |
| Visa\tInternational\tfees | — | 173 | 159 |
| Professional\tand\tconsulting\tfees | 438 | 334 | 291 |
| Depreciation\tand\tamortization | 237 | 126 | 138 |
| Administrative\tand\tother | 332 | 202 | 249 |
| Litigation\tprovision | 1,470 | 2,653 | 23 |
| Total\toperating\texpenses | 5,031 | 5,039 | 2,218 |
| Operating\tincome\t(loss) | 1,232 | (1,449) | 730 |
| Other\tIncome\t(Expense) |  |  |  |
| Equity\tin\tearnings\tof\tunconsolidated\taffiliates | 1 | 40 | 13 |
| Interest\texpense | (143) | (81) | (89) |
| Investment\tincome,\tnet | 211 | 103 | 68 |
| Other | 35 | — | — |
| Total\tother\tincome\t(expense) | 104 | 62 | (8) |
| Income\t(loss)\tbefore\tincome\ttaxes\tand\tminority\tinterest | 1,336 | (1,387) | 722 |
| Income\ttax\texpense\t(benefit) | 532 | (316) | 251 |
| Income\t(loss)\tbefore\tminority\tinterest | 804 | (1,071) | 471 |
| Minority\tinterest | — | (5) | (16) |
| Net\tincome\t(loss) | $804 | $(1,076) | $455 |
| Basic\tnet\tincome\tper\tshare\t(Note\t17) (2) |  |  |  |
| Class\tA\tcommon\tstock | $0.96 |  |  |
| Class\tB\tcommon\tstock | $0.85 |  |  |
| 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)

|  | 2008 |
| :--- | :--- |
| Basic\tweighted\taverage\tshares\toutstanding\t(Note\t17) (2) |  |
| Class\tA\tcommon\tstock | 239 |
| Class\tB\tcommon\tstock | 333 |
| 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\tnet\tincome\tper\tshare\t(Note\t17) (2) |  |
| Class\tA\tcommon\tstock | $0.96 |
| Class\tB\tcommon\tstock | $0.85 |
| 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) (2) |  |
| Class\tA\tcommon\tstock | 769 |
| Class\tB\tcommon\tstock | 333 |
| 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 |

(2) For	the	years	ended	September	30,	2007	and	2006,	Visa	U.S.A.	Inc.	was	a	non-stock	corporation	and	therefore	there	was	no	comparable	metric	for	net	income	per	share	and	no	common	stock outstanding.

# CONSOLIDATED	STATEMENTS	OF	CHANGES	IN	STOCKHOLDERS'	EQUITY

|  | Class	A | Class	B | Class	C<br>(series	I) | Class	C<br>(series	II) | Class	C<br>(series	III<br>and<br>series	IV) | Additional<br>Paid	in<br>Capital | Treasury<br>Stock | Accumulated<br>Income<br>(Deficit) | Accumulated<br>Other<br>Comprehensive<br>(Loss)	Income | Total<br>Equity<br>(Deficit) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  |  |  | (in\tmillions) |  |  |  |  |
| Balance\tas\tof\tSeptember\t30,\t2005^(1) | — | — | — | — | — | $— | $— | $129 | $(3) | $126 |
| Net\tincome |  |  |  |  |  |  |  | 455 |  | 455 |
| Other\tcomprehensive\tincome,\tnet\tof\ttax |  |  |  |  |  |  |  |  | 2 | 2 |
| Comprehensive\tincome |  |  |  |  |  |  |  |  |  | 457 |
| Balance\tas\tof\tSeptember\t30,\t2006^(1) | — | — | — | — | — | $— | $— | $584 | $(1) | $583 |
| Net\tloss |  |  |  |  |  |  |  | (1,076) |  | (1,076) |
| Other\tcomprehensive\tincome,\tnet\tof\ttax |  |  |  |  |  |  |  |  | 3 | 3 |
| Comprehensive\tloss |  |  |  |  |  |  |  |  |  | (1,073) |
| Adjustment\tto\tinitially\tapply\tSFAS\t158,\tnet\tof\ttax |  |  |  |  |  |  |  | (9) | (2) | (11) |
| Balance\tas\tof\tSeptember\t30,\t2007^(1) | — | — | — | — | — |  | $— | $(501) | $— | $(501) |
| Tax\tadjustment\tas\ta\tresult\tof\tadoption\tof\tFIN\t48 |  |  |  |  |  |  |  | 8 |  | 8 |
| Net\tincome |  |  |  |  |  |  |  | 804 |  | 804 |
| Other\tcomprehensive\tloss,\tnet\tof\ttax |  |  |  |  |  |  |  |  | (70) | (70) |
| Comprehensive\tincome |  |  |  |  |  |  |  |  |  | 734 |
| Issuance\tof\tclass\tUSA\tcommon\tstock |  | 426 |  |  |  | — |  |  |  | — |
| Issuance\tof\tclass\tEU\t(series\tI)\tcommon\tstock |  |  |  |  | 62 | 3,041 |  |  |  | 3,041 |
| Issuance\tof\tclass\tEU\t(series\tII)\tcommon\tstock |  |  |  | 28 |  | 1,104 |  |  |  | 1,104 |
| Issuance\tof\tclass\tEU\t(series\tIII)\tcommon\tstock |  |  |  |  | 1 | 27 |  |  |  | 27 |
| Issuance\tof\tclass\tCanada\tcommon\tstock |  |  | 22 |  |  | 1,077 |  |  |  | 1,077 |
| Issuance\tof\tclass\tAP\tcommon\tstock |  |  | 119 |  |  | 5,822 |  |  |  | 5,822 |
| Issuance\tof\tclass\tLAC\tcommon\tstock |  |  | 80 |  |  | 3,917 |  |  |  | 3,917 |
| Issuance\tof\tclass\tCEMEA\tcommon\tstock |  |  | 37 |  |  | 1,797 |  |  |  | 1,797 |
| Conversion\tof\tregional\tcommon\tstock\tin\tthe\ttrue-up |  |  |  |  |  |  |  |  |  |  |
| (Note\t16): |  |  |  |  |  |  |  |  |  |  |
| Class\tUSA\tconverted\tto\tclass\tB |  | (26) |  |  |  | — |  |  |  | — |
| Class\tEU\t(series\tI)\tconverted\tto\tclass\tC |  |  |  |  |  |  |  |  |  |  |
| (series\tIII) |  |  | — |  | — | — |  |  |  | — |
| Class\tEU\t(series\tII)\tconverted\tto\tclass\tC |  |  |  |  |  |  |  |  |  |  |
| (series\tII) |  |  |  | — |  | — |  |  |  | — |
| Class\tEU\t(series\tIII)\tconverted\tto\tclass\tC |  |  |  |  |  |  |  |  |  |  |
| (series\tIV) |  |  |  |  | — | — |  |  |  | — |
| Class\tCanada\tconverted\tto\tclass\tC\t(series |  |  |  |  |  |  |  |  |  |  |
| I) |  |  | — |  |  | (19) |  |  |  | (19) |

# CONSOLIDATED	STATEMENTS	OF	CHANGES	IN	STOCKHOLDERS'	EQUITY—(Continued)

|  | Class	A | Class	B | Class	C<br>(series	I) | Class	C<br>(series	II) | Class	C<br>(series	III<br>and<br>series	IV) | Additional<br>Paid	in<br>Capital | Treasury<br>Stock | Accumulated<br>Income<br>(Deficit) | Accumulated<br>Other<br>Comprehensive<br>(Loss)	Income | Total<br>Equity<br>(Deficit) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  |  |  | (in\tmillions) |  |  |  |  |
| Class\tAP\tconverted\tto\tclass\tC\t(series |  |  |  |  |  |  |  |  |  |  |
| I) |  |  | 23 |  |  | 997 |  |  |  | 997 |
| Class\tLAC\tconverted\tto\tclass\tC\t(series |  |  |  |  |  |  |  |  |  |  |
| I) |  |  | 6 |  |  | 251 |  |  |  | 251 |
| Class\tCEMEA\tconverted\tto\tclass\tC |  |  |  |  |  |  |  |  |  |  |
| (series\tI) |  |  | (2) |  |  | (79) |  |  |  | (79) |
| Issuance\tof\tclass\tC\t(series\tII)\tcommon\tstock |  |  |  | 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 | 447 |  |  |  |  | 19,064 |  |  |  | \t 19,064 |
| Issuance\tof\trestricted\tshare\tawards | 1 |  |  |  |  | — |  |  |  | — |
| Redemption\tof\tclass\tB\tcommon\tstock |  | (155) |  |  |  | (6,618) |  |  |  | (6,618) |
| Redemption\tof\tclass\tC\t(series\tI)\tcommon |  |  |  |  |  |  |  |  |  |  |
| stock |  |  | (160) |  |  | (6,828) |  |  |  | (6,828) |
| Accretion\tof\tclass\tC\t(series\tII)\tcommon\tstock |  |  |  |  |  |  |  |  |  |  |
| (Note\t16) |  |  |  |  |  |  |  | (19) |  | (19) |
| Share-based\tcompensation\t(Note\t18) |  |  |  |  |  | 80 |  |  |  | 80 |
| Cash\tdividend\tdeclared,\tat\t$0.105\tper\tshare |  |  |  |  |  |  |  |  |  |  |
| Class\tA\tcommon\tstock |  |  |  |  |  |  |  | (47) |  | (47) |
| Class\tB\tcommon\tstock |  |  |  |  |  |  |  | (18) |  | (18) |
| Class\tC\t(series\tI,\tIII,\tIV)\tcommon\tstock |  |  |  |  |  |  |  | (20) |  | (20) |
| Class\tC\t(series\tII)\tcommon\tstock |  |  |  |  |  |  |  | (8) |  | (8) |
| Impact\tof\tcash\tdividend\tdeclaration\ton\tclass\tC |  |  |  |  |  |  |  |  |  |  |
| (series\tII)\tcommon\tstock\t(Note\t16) |  |  |  |  |  |  |  | 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 |

# CONSOLIDATED	STATEMENTS	OF	COMPREHENSIVE	INCOME

|  | 2008 | 2007^(1) | 2006^(1) |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Net\tincome\t(loss) | $ 804 | $(1,076) | $ 455 |
| Other\tcomprehensive\t(loss)\tincome,\tnet\tof\ttax: |  |  |  |
| Investment\tsecurities,\tavailable-for-sale |  |  |  |
| Net\tunrealized\t(loss)\tgain | (27) | 9 | 5 |
| Income\ttax\teffect | 11 | (3) | (2) |
| Reclassification\tadjustment\tfor\tnet\tloss/(gain)\trealized\tin\tnet\tincome\t(loss) | 25 | (4) | (1) |
| Income\ttax\teffect | (10) | 1 | — |
| Defined\tbenefit\tpension\tand\tpostretirement\tplans | (104) | — | — |
| Income\ttax\teffect | 40 | — | — |
| Derivative\tinstruments |  |  |  |
| Net\tunrealized\tgain | 2 | — | — |
| Income\ttax\teffect | (1) | — | — |
| Reclassification\tadjustment\tfor\tnet\t(gain)\trealized\tin\tnet\tincome | (2) | — | — |
| Income\ttax\teffect | 1 | — | — |
| Foreign\tcurrency\ttranslation\tloss | (5) | — | — |
| Other\tcomprehensive\t(loss)\tincome,\tnet\tof\ttax | (70) | 3 | 2 |
| Comprehensive\tincome\t(loss) | $ 734 | $(1,073) | $ 457 |

# CONSOLIDATED	STATEMENTS	OF	CASH	FLOWS

|  | 2008 | 2007^(1) | 2006^(1) |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Operating\tActivities |  |  |  |
| Net\tincome\t(loss) | $804 | $(1,076) | $455 |
| Adjustments\tto\treconcile\tnet\tincome\t(loss)\tto\tnet\tcash\tprovided\tby\toperating\tactivities: |  |  |  |
| Depreciation\tand\tamortization\tof\tproperty,\tequipment\tand\ttechnology | 237 | 126 | 138 |
| Amortization\tof\tintangibles,\tinvestments,\tdebt\tissuance\tcosts\tand\taccretion\tof |  |  |  |
| member\tdeposits | — | 11 | 17 |
| Share-based\tcompensation\t(Note\t18) | 74 | — | — |
| Fair\tvalue\tadjustment\tfor\tliability\tunder\tthe\tframework\tagreement\t(Note\t4) | (35) | — | — |
| Interest\tearned\ton\tlitigation\tescrow,\tnet\tof\ttax | (13) | — | — |
| Net\trecognized\tloss\t(gain)\ton\tinvestment\tsecurities,\tincluding\tother-than-temporary\timpairment | 34 | (4) | (1) |
| Asset\timpairment\t(Note\t7) | 34 | — | 13 |
| Loss\ton\tdisposal\tof\tproperty,\tequipment\tand\ttechnology | — | 2 | 3 |
| Minority\tinterest | — | 5 | 16 |
| Amortization\tof\tvolume\tand\tsupport\tincentives | 1,161 | 489 | 580 |
| Accrued\tlitigation\tand\taccretion | 1,601 | 2,913 | 114 |
| Equity\tin\tearnings\tof\tunconsolidated\taffiliates | (1) | (40) | (13) |
| Deferred\tincome\ttaxes | (27) | (874) | 32 |
| Change\tin\toperating\tassets\tand\tliabilities: |  |  |  |
| Accounts\treceivable | (24) | (29) | (18) |
| Settlement\treceivable | (543) | 32 | (6) |
| Volume\tand\tsupport\tincentives | (1,378) | (507) | (405) |
| Other\tassets | (158) | (172) | (63) |
| Accounts\tpayable | (10) | (20) | (9) |
| Settlement\tpayable | 451 | (39) | 25 |
| Accrued\tcompensation\tand\tbenefits | (115) | 65 | 21 |
| Accrued\tand\tother\tliabilities | (33) | (3) | 17 |
| Accrued\tlitigation | (1,525) | (231) | (323) |
| Member\tdeposits | (3) | (143) | (143) |
| Net\tcash\tprovided\tby\toperating\tactivities | 531 | 505 | 450 |
| Investing\tActivities |  |  |  |
| Investment\tsecurities,\tavailable-for-sale: |  |  |  |
| Purchases | (1,509) | (3,070) | (3,784) |
| Proceeds\tfrom\tsales\tand\tmaturities | 2,458 | 2,769 | 3,608 |
| Reclassification\tof\tmoney\tmarket\tinvestment\t(Note\t7) | (983) | — | — |
| Cash\tacquired\tthrough\treorganization | 1,002 | — | — |
| Contributions\tto\tjoint\tventures | — | (3) | — |
| Purchases\tof\t/contributions\tto\tother\tinvestments | (25) | — | — |
| Dividends/distributions\tfrom\tother\tinvestments | 22 | 1 | — |
| Purchases\tof\tproperty,\tequipment\tand\ttechnology | (415) | (160) | (102) |
| Proceeds\tfrom\tsale\tof\tproperty,\tequipment\tand\ttechnology | 4 | — | — |
| Net\tcash\tprovided\tby\t(used\tin)\tinvesting\tactivities | 554 | (463) | (278) |
| Financing\tActivities |  |  |  |
| Proceeds\tfrom\tshort-term\tborrowing | 2 | — | — |
| Payments\ton\tshort-term\tborrowing | (2) | — | — |
| Proceeds\tfrom\tsale\tof\tcommon\tstock,\tnet\tof\tissuance\tcosts\tof\t$550 | \t 19,100 | — | — |

# CONSOLIDATED	STATEMENTS	OF	CASH	FLOWS—(Continued)

|  | 2008 | 2007^(1) | 2006^(1) |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Funding\tof\tlitigation\tescrow\taccount—Retrospective\tResponsibility\tPlan | (3,000) | — | — |
| Payment\tfrom\tlitigation\tescrow\taccount—Retrospective\tResponsibility\tPlan | 1,085 | — | — |
| Funding\tof\ttax\tescrow\taccount\tfor\tincome\ttax\twithheld\ton\tstock\tproceeds | (116) | — | — |
| Payment\tfrom\ttax\tescrow\taccount | 116 | — | — |
| Payment\tfor\tredemption\tof\tstock | (13,446) | — | — |
| Dividends\tpaid | (93) | — | — |
| Principal\tpayments\ton\tdebt | (18) | (33) | (33) |
| Principal\tpayments\ton\tcapital\tlease\tobligations | (4) | (4) | (4) |
| Net\tcash\tprovided\tby\t(used\tin)\tfinancing\tactivities | 3,624 | (37) | (37) |
| Effect\tof\texchange\trate\tchanges\ton\tcash\tand\tcash\tequivalents | (5) | — | — |
| Increase\tin\tcash\tand\tcash\tequivalents | 4,704 | 5 | 135 |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tyear | 275 | 270 | 135 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tyear | $4,979 | $ 275 | $ 270 |
| Supplemental\tDisclosure\tof\tCash\tFlow\tInformation |  |  |  |
| Income\ttaxes\tpaid,\tnet\tof\trefunds | $678 | $ 413 | $ 262 |
| Amounts\tincluded\tin\taccounts\tpayable\tand\taccrued\tand\tother\tliabilities\trelated\tto\tpurchases |  |  |  |
| of\tproperty,\tequipment\tand\ttechnology | $32 | $6 | $9 |
| Interest\tpayments\ton\tdebt | $8 | $4 | $6 |
| Common\tstock\tissued\tin\treorganization | $ 17,935 | — | — |

# NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS

# (in	millions,	except	as	noted)

# Note	1—Organization

Visa	Inc.	("Visa"	or	"the	Company")	is	a	stock	corporation	incorporated	under	the	laws	of	the	state	of	Delaware,	United	States	of	America.	Visa	Inc. and	its	consolidated	subsidiaries,	including	Visa	U.S.A.	Inc.	("Visa	U.S.A."),	Visa	International	Service	Association	("Visa	International"),	Visa	Canada Inc.	("Visa	Canada")	and	Inovant	LLC	("Inovant")	operate	the	world's	largest	retail	electronic	payments	network.	Visa	Inc.	facilitates	global	commerce through	the	transfer	of	value	and	information	among	financial	institutions,	merchants,	consumers,	businesses	and	government	entities.	Visa	Inc.	provides financial	institutions,	its	primary	customers,	with	product	platforms	encompassing	consumer	credit,	debit,	prepaid	and	commercial	payments.	VisaNet,	a secure,	centralized,	global	processing	platform,	enables	Visa	Inc.	to	provide	financial	institutions	and	merchants	with	a	wide	range	of	product	platforms, transaction	processing	and	related	value-added	services.

The	Company	does	not	issue	cards,	set	fees,	or	determine	the	interest	rates	consumers	will	be	charged	on	Visa-branded	cards.	The	Company's issuing	customers	have	the	independent	responsibility	to	individually	determine	these	and	most	other	competitive	card	features.	These	functions	are performed	by	the	Company's	customer	financial	institutions	in	competition	with	one	another.

# Prior	to	the	October	2007	Reorganization

Prior	to	the	October	2007	reorganization,	Visa	operated	as	five	corporate	entities	related	by	ownership	and	membership:	Visa	U.S.A.,	Visa International	(comprising	the	operating	regions	of	Asia	Pacific	("AP"),	Latin	America	and	Caribbean	("LAC"),	and	Central	and	Eastern	Europe,	Middle East	and	Africa	("CEMEA")),	Visa	Canada,	Visa	Europe	Limited	("Visa	Europe")	and	Inovant,	a	majority	owned	subsidiary	of	Visa	U.S.A.,	which	operated the	VisaNet	transaction	processing	system	and	other	related	processing	systems.	Each	of	Visa	U.S.A.,	Visa	Canada,	Visa	Europe,	Visa	AP,	Visa	LAC and	Visa	CEMEA	operated	as	a	separate	geographic	region,	serving	its	member	financial	institutions	and	administering	Visa	programs	in	its	respective region.

# October	2007	Reorganization

In	order	to	respond	to	industry	dynamics	and	enhance	Visa's	ability	to	compete,	in	a	series	of	transactions	occurring	from	October	1	to	October	3, 2007,	Visa	undertook	a	reorganization,	as	more	fully	described	in	Note	3—The	Reorganization,	in	which	Visa	U.S.A.,	Visa	International,	Visa	Canada and	Inovant	became	direct	or	indirect	subsidiaries	of	Visa	Inc.	For	financial	accounting	and	reporting	purposes,	the	Company	has	reflected	the reorganization	as	a	single	transaction	occurring	on	October	1,	2007	(the	"reorganization	date"),	the	date	all	contractual	conditions	to	the	closing,	other than	those	of	a	perfunctory	nature,	were	met.	Visa	Europe	did	not	become	a	subsidiary	of	Visa	Inc.,	but	rather	remained	owned	and	governed	by	its European	member	financial	institutions	and	entered	into	a	set	of	contractual	arrangements	with	the	Company	in	connection	with	the	reorganization.	In	the reorganization,	the	Company	issued	different	classes	and	series	of	common	stock	reflecting	the	different	rights	and	obligations	of	the	Visa	financial institution	members	and	Visa	Europe	based	on	the	geographic	region	in	which	they	are	located.	In	addition	to	common	stock,	the	Company	provided other	consideration	to	Visa	Europe,	as	more	fully	described	in	Note	4—Visa	Europe,	in	exchange	for	its	ownership	interest	in	Visa	International	and Inovant.

# NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS—(Continued)

Prior	to	the	reorganization,	at	September	30,	2007,	Visa	U.S.A.	held	a	69%	ownership	interest	in	its	consolidated	subsidiary,	Inovant,	and	an estimated	26%	membership	interest	in	Visa	International.	The	remaining	31%	ownership	interest	in	Inovant	was	held	by	Visa	International,	Visa	Canada and	Visa	Europe.	The	remaining	estimated	74%	membership	interest	in	Visa	International	was	held	by	the	financial	institution	members	of	the unincorporated	regions	(consisting	of	Visa	AP,	Visa	LAC,	and	Visa	CEMEA),	Visa	Europe	and	Visa	Canada.	The	reorganization	was	accounted	for	using the	purchase	method	of	accounting	under	the	guidelines	of	Statement	of	Financial	Accounting	Standards	("SFAS")	No.	141,	Business	Combinations, ("SFAS	141")	with	Visa	U.S.A.	deemed	to	be	the	accounting	acquirer	of	Visa	Canada	and	the	remaining	ownership	interest	in	Visa	International	and Inovant	not	previously	held	(the	"acquired	interests").	The	net	assets	underlying	the	acquired	interests	were	recorded	at	fair	value	at	the	reorganization date	with	the	excess	purchase	price	over	this	value	attributed	to	goodwill.

The	results	of	operations	of	Visa	International	and	Visa	Canada	have	been	included	in	the	consolidated	statements	of	operations	of	the	Company beginning	October	1,	2007.

# Initial	Public	Offering

In	March	2008,	the	Company	completed	its	initial	public	offering	(the	"IPO"),	issuing	446,600,000	shares	of	class	A	common	stock	at	an	IPO	price of	$44	per	share.	The	Company	closed	the	transaction	on	March	25,	2008.	The	Company	received	$19.1	billion	in	net	proceeds	from	the	offering	which reflects	underwriting	discounts	and	commissions	of	$1.23	per	share.	On	March	28,	2008,	the	Company	used	$13.4	billion	of	the	net	proceeds	to	redeem 154,738,487	shares	of	class	B	common	stock	and	159,657,751	shares	of	class	C	(series	I)	common	stock.	Subsequent	to	the	fiscal	year-end,	in	October 2008,	the	Company	used	$1.5	billion	of	the	proceeds	for	the	required	redemption	of	35,263,585	shares	of	class	C	(series	III)	common	stock	and	$1.1 billion	of	the	proceeds	to	redeem	all	shares	of	class	C	(series	II)	common	stock	outstanding.	See	further	discussion	at	Note	4—Visa	Europe	and	Note	16 —Stockholders'	Equity	and	Redeemable	Shares.	On	March	31,	2008,	as	determined	by	the	litigation	committee	and	under	the	Retrospective Responsibility	Plan,	the	Company	deposited	$3.0	billion	of	the	net	IPO	proceeds	into	an	escrow	account	from	which	settlements	of,	or	judgments	in,	the covered	litigation	will	be	payable	resulting	in	the	reduction	of	the	conversion	ratio	applicable	to	the	remaining	Class	B	common	stock	outstanding	to	0.71 shares	of	Class	A	common	stock	to	one	share	of	class	B	common	stock.	See	Note	5—Retrospective	Responsibility	Plan.

The	Company	has	one	operating	and	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.

# Note	2—Summary	of	Significant	Accounting	Policies

Basis	of	presentation—The	accompanying	audited	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.

Consolidated	balance	sheet	information	at	September	30,	2007	and	consolidated	income	statement	information	for	the	year	ended	September	30, 2007	and	2006	is	that	of	Visa	U.S.A.,	the	accounting	acquirer	in	the	reorganization,	as	further	described	in	Note	3—The	Reorganization	and	are	also presented	in	accordance	with	accounting	principles	generally	accepted	in	the	United	States	of	America.

Principles	of	consolidation—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.	All	significant	intercompany	accounts	and	transactions	are	eliminated	in	consolidation.

Reclassifications—Certain	reclassifications,	not	affecting	net	income,	have	been	made	to	prior	period	information	to	conform	to	the	current	period presentation	format.

Use	of	estimates—The	preparation	of	the	accompanying	audited	consolidated	financial	statements	in	conformity	with	accounting	principles generally	accepted	in	the	United	States	of	America	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	financial	statements and	reported	amounts	of	revenues	and	expenses	during	the	reporting	period.	Such	estimates	include	purchase	consideration,	valuation	of	goodwill	and intangible	assets,	valuation	of	the	Visa	Europe	put	option,	legal	contingencies,	guarantees	and	indemnifications,	and	assumptions	used	in	the	calculation of	income	taxes,	retirement	benefits	and	volume	and	support	incentives,	among	others.	These	estimates	and	assumptions	are	based	on	management's best	estimates	and	judgment.	Management	evaluates	its	estimates	and	assumptions	on	an	ongoing	basis	using	historical	experience	and	other	factors that	management	believes	to	be	reasonable	under	the	circumstances.	Adjustments	to	estimates	and	assumptions	are	made	when	facts	and circumstances	dictate.	As	future	events	and	their	effects	cannot	be	determined	with	absolute	certainty,	actual	results	could	differ	from	these	estimates.

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

Restricted	Cash—Litigation	Escrow—In	accordance	with	the	Retrospective	Responsibility	Plan,	shortly	following	the	Company's	IPO,	the	Company deposited	$3.0	billion	of	the	proceeds	from	the	offering	into	an	escrow	account	from	which	settlements	of,	or	judgments	in,	the	covered	litigation	will	be paid.	See	Note	5—Retrospective	Responsibility	Plan.	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	Company's	consolidated	balance	sheet.	The	amount	of	the	escrow	funds	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	Company's	consolidated	statement	of	operations.

Investments—Investments	in	debt	and	marketable	equity	securities	are	accounted	for	in	accordance	with	SFAS	No.	115, Accounting	for	Certain Investments	in	Debt	and	Equity	Securities.	Investments	with	original	maturities	greater	than	ninety	days	and	with	stated	maturities	less	than	one	year from	the	balance	sheet	date	are	considered	current	assets.	Investments	with	stated	maturities	greater	than	one	year	from	the	balance	sheet	date	are considered	non-current	assets.

The	Company	classifies	its	debt	and	marketable	equity	securities	as	available-for-sale	to	meet	investment	objectives	such	as	liquidity	management and	to	promote	business	and	strategic	objectives.	These	securities	are	recorded	at	cost	at	the	time	of	purchase	and	are	carried	at	fair	value,	based	on 110

current	market	or	broker	quotations.	Unrealized	gains	and	losses	are	reported	in	accumulated	other	comprehensive	income	on	the	consolidated	balance sheets.	The	carrying	value	of	investments	sold	is	determined	using	the	specific	identification	method.	The	Company	does	not	engage	in	trading	activities.

The	Company	evaluates	its	investments	for	other-than-temporary	impairment	on	an	ongoing	basis.	A	decline	in	the	fair	value	of	any	available-for- sale	security	below	cost	that	is	deemed	to	be	other-than-temporary	results	in	a	new	cost	basis	for	the	security	which	is	equivalent	to	its	fair	value.	In evaluating	other-than-	temporary	impairment,	the	Company	considers	the	length	of	time	and	extent	to	which	fair	value	has	been	less	than	cost,	the Company's	intent	and	ability	to	hold	the	investment	until	recovery,	and	other	relevant	factors	such	as	management's	judgment	about	the	issuer's	financial condition	and	the	Company's	investment	horizon.

Premiums	and	discounts	are	amortized	or	accreted	over	the	life	of	the	related	available-for-sale	security	as	an	adjustment	to	yield	and	decrease	or increase	the	carrying	amount	of	the	investment.	Premiums	and	discounts	are	included	in	investment	income,	net	on	the	Company's	consolidated statements	of	operations.	Dividend	and	interest	income	are	recognized	when	earned	and	are	included	in	investment	income,	net	on	the	Company's 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	currently	in	the Company's	consolidated	statements	of	operations	rather	than	when	realized	through	dividends	or	distributions.	The	equity	method	of	accounting	is	also utilized	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	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.	The	Company	estimates the	fair	value	of	these	investments	if	there	have	been	events	or	changes	in	circumstance	that	may	have	had	a	significant	adverse	effect	on	the	fair	value of	these	investments.	The	factors	which	the	Company	considers	include,	but	are	not	limited	to,	a	deterioration	in	the	operating	performance	or	business prospects	of	the	investee,	an	issuance	of	equity	securities	by	the	investee	which	indicates	a	decline	in	the	enterprise	value	of	the	investee,	or	indications that	the	investee	will	sell	or	liquidate	its	operations.	The	fair	value	estimate	typically	includes	an	analysis	of	the	facts	and	circumstances	influencing	the investment,	expectations	of	the	entity's	cash	flows	and	capital	needs,	and	the	viability	of	its	business	model.

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	financial	institution	customers.	These	settlement	receivables	and	payables	are	stated	at	cost	and	are presented	on	a	gross	basis	on	the	consolidated	balance	sheets.

Financial	instruments—The	Company	considers	cash	and	cash	equivalents,	short-term	investments,	long-term	investments,	accounts	receivable, short-term	debt,	notes	payable,	settlement	guarantees,	the	Visa	Europe	put	option,	and	settlement	receivable	and	payable	to	be	financial	instruments. Except	as	described	in	Note	11—Debt,	and	Note	7—Prepaid	Expenses	and	Other	Assets	the	estimated	fair	value	of	such	instruments	at	September	30, 2008	and	2007	approximates	their	carrying	values	as	reported	on	the	Company's	consolidated	balance	sheets.

Customer	collateral—The	Company	holds	cash	deposits	and	other	noncash	assets	from	certain	customers	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.	Noncash	collateral	assets	are	held	on	behalf	of	the Company	by	a	third	party	and	are	not	recorded	on	the	Company's	consolidated	balance	sheets.

Property,	equipment,	and	technology,	net—Property,	equipment,	and	technology,	net	are	recorded	at	historical	cost	and	are	depreciated	or amortized	on	a	straight-line	basis	over	their	estimated	useful	lives,	which	range	from	two	to	forty	years,	except	for	land	and	construction-in-progress, which	are	not	depreciated.

The	estimated	useful	lives	of	the	respective	classes	of	assets	are	as	follows:

Technology	includes	both	purchased	and	internally	developed	software.	Internally	developed	software	represents	software	primarily	utilized	by	the VisaNet	electronic	payment	network.	The	costs	of	internally	developed	software	are	recorded	in	accordance	with	the	American	Institute	of	Certified	Public Accountants	("AICPA")	Statement	of	Position	("SOP")	98-1,	Accounting	for	the	Costs	of	Computer	Software	Developed	or	Obtained	for	Internal	Use . Accordingly,	internal	and	external	costs	incurred	during	the	preliminary	project	stage	are	expensed	as	incurred.	Qualifying	costs	incurred	during	the application	development	stage,	as	defined,	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.

Fully	depreciated	assets	are	retained	in	property,	equipment,	and	technology,	net,	until	removed	from	service.	Costs	for	maintenance	and	repairs are	charged	to	expense	as	incurred.	Improvements	that	increase	functionality	of	the	asset	are	capitalized	and	depreciated	over	the	asset's	remaining useful	life.

Impairment	of	long-lived	assets—In	accordance	with	SFAS	No.	144,	Accounting	for	the	Impairment	or	Disposal	of	Long-Lived	Assets ,	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	may	not	be	recoverable.	If	the	sum	of	expected	undiscounted	future	cash	flows	is	less	than	the	carrying	amount	of	the	asset,	an impairment	loss	is	recognized.	The	loss	is	measured	as	the	amount	by	which	the	carrying	amount	of	the	asset	exceeds	its	fair	value	calculated	using	the present	value	of	estimated	net	future	cash	flows.

Intangible	assets—The	Company	initially	records	identifiable	intangible	assets	at	fair	value	on	the	date	of	acquisition	and	evaluates	the	useful	life	of each	asset	based	on	the	guidance	in	SFAS	No.	142,	Goodwill	and	Other	Intangible	Assets.	Intangible	assets	with	finite	useful	lives	are	amortized	on	a straight-line	basis.	Intangible	assets	with	indefinite	useful	lives	are	not	amortized	but	are	evaluated	for	impairment	annually	or	whenever	events	and circumstances	indicate	that	impairment	may	exist.

Intangible	assets	consist	of	tradename,	customer	relationships	and	Visa	Europe	franchise	right,	all	of	which	have	an	indefinite	useful	life.

The	Company	tests	each	category	of	intangible	assets	for	impairment	on	an	aggregate	basis,	in	accordance	with	Emerging	Issues	Task	Force ("EITF")	Issue	No.	02-7,	"Unit	of	Accounting	for	Testing	Impairment	of	Indefinite-Lived	Intangible	Assets. "	Impairment	exists	if	the	fair	value	of	the indefinite-lived	intangible	asset	is	less	than	the	carrying	value.	The	Company	evaluated	its	intangible	assets	for	impairment	as	of	July	1,	2008	and concluded	there	was	no	impairment	as	of	that	date.	No	recent	events	or	circumstances	indicate	that	impairment	may	exist.

Goodwill—Goodwill	represents	the	excess	of	the	purchase	price	over	the	fair	value	of	the	net	assets	acquired	in	a	business	combination	and	is accounted	for	in	accordance	with	SFAS	No.	142.	Goodwill	is	not	amortized	but	is	evaluated	for	impairment	at	the	reporting	unit	level	annually	or whenever	events	and	circumstances	indicate	that	impairment	may	exist.	Goodwill	is	reviewed	for	impairment	utilizing	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,	there	is	an	indication	that	impairment	may	exist	and	the	second	step	is	performed	in order	to	compute	the	amount	of	the	impairment.	In	the	second	step,	the	impairment	is	computed	by	comparing	the	implied	fair	value	of	reporting	unit goodwill	with	the	carrying	amount	of	that	goodwill.	The	Company	evaluated	its	goodwill	for	impairment	as	of	July	1,	2008	and	concluded	there	was	no impairment	as	of	that	date.	No	recent	events	or	circumstances	indicate	that	impairment	may	exist.

Volume	and	support	incentives—The	Company	enters	into	incentive	agreements	with	financial	institution	customers,	merchants,	and	other business	partners	designed	to	build	payments	volume	and	to	increase	product	acceptance.	The	Company	capitalizes	certain	incentive	payments	under these	agreements	related	to	signing	or	renewing	long-term	contracts	in	instances	where	the	Company	receives	a	performance	commitment,	from	the customer,	to	generate	a	substantial	portion	of	its	credit	or	debit	card	payments	volume	on	Visa	branded	products	for	an	agreed	upon	period	of	time. Incentives	are	accrued	based	on	management's	estimate	of	the	customers'	performance	according	to	the	provisions	in	the	related	agreements.	These accruals	are	regularly	reviewed	and	estimates	of	performance	are	adjusted	as	appropriate.	Capitalized	amounts	are	amortized	and	the	Company's

estimated	obligations	under	these	agreements	are	primarily	charged	as	a	reduction	of	operating	revenue	in	accordance	with	EITF	Issue	No.	01-9, Accounting	for	Consideration	Given	by	a	Vendor	to	a	Customer	(Including	a	Reseller	of	the	Vendor's	Products) 	("EITF	01-9"),	over	the	period	of	benefit.

Accrued	litigation—The	Company	evaluates	the	likelihood	of	an	unfavorable	outcome	of	legal	or	regulatory	proceedings	to	which	it	is	a	party	in accordance	with	SFAS	No.	5,	"Accounting	for	Contingencies."	These	judgments	are	subjective	based	on	the	status	of	legal	or	regulatory	proceedings, the	merits	of	the	Company's	defenses	and	consultation	with	corporate	and	external	legal	counsel.	The	Company	records	a	loss	contingency	when	it	is probable	that	a	liability	has	been	incurred	and	the	amount	of	the	loss	can	be	reasonably	estimated.	Litigation	contingencies	are	reviewed	on	an	ongoing basis	to	confirm	that	the	appropriate	liability	has	been	recorded	on	the	Company's	consolidated	balance	sheets.	The	actual	outcomes	of	related	legal proceedings	may	materially	differ	from	the	Company's	judgment.

The	Company	expenses	legal	costs	as	incurred.	Accrued	litigation	associated	with	obligations	to	be	paid	over	periods	longer	than	one	year	is accounted	for	using	the	present	value	of	actual	and	estimable	future	payment	obligations,	discounted	at	an	estimated	rate	based	on	the	Company's	credit rating	and	rates	for	sources	of	credit	that	could	be	used	to	finance	the	payment	of	such	obligations	with	similar	terms.	After	initial	recording,	the	liability	is increased	for	the	passage	of	time,	with	the	increase	being	reflected	as	accretion	expense,	which	is	included	in	interest	expense	on	the	statement	of operations.	The	current	portion	of	accrued	litigation	represents	the	value	of	payments	to	be	made	over	the	next	year.	See	Note	23—Legal	Matters.

Revenue	Recognition—The	Company's	revenue	is	comprised	principally	of	service	fees,	data	processing	fees,	international	transaction	fees	and other	revenues,	reduced	by	costs	incurred	under	volume	and	support	incentives.	The	Company	recognizes	revenue	in	accordance	with	Securities	and Exchange	Commission	Staff	Accounting	Bulletin	No.	104	"Revenue	Recognition"	("SAB	104").	Revenue	is	recognized	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	fees	predominantly	represent	payments	by	customers	with	respect	to	their	card	programs	carrying	marks	of	the	Visa	brand.	Service	fees are	based	principally	upon	spending	on	Visa-branded	cards	for	goods	and	services	as	reported	on	financial	institution	customers'	quarterly	operating certificates.	Current	quarter	service	fees	are	assessed	using	a	calculation	of	pricing	applied	to	the	prior	quarter's	payments	volume.	Also	included	in service	fees	are	acceptance	fees	which	are	designed	to	support	ongoing	acceptance	and	volume	growth	initiatives.	These	fees	are	recognized	as revenue	in	the	same	period	the	related	volume	is	transacted.

Data	processing	fees	represent	user	fees	for	authorization,	clearing,	settlement,	transaction	processing	services	and	other	maintenance	and support	services	that	facilitate	transaction	and	information	processing	among	the	Company's	customers	globally	and	Visa	Europe.	These	fees	are recognized	as	revenue	in	the	same	period	the	related	transactions	occur	or	services	are	rendered.	Data	processing	fees	are	primarily	driven	by	the number,	size	and	type	of	transaction	processed.

International	transaction	fees	are	assessed	to	customers	on	cardholder	transactions	where	the	cardholder's	issuer	country	is	different	from	the merchant's	acquirer	country.	The	fees	from	these	cross-border	transactions	are	recognized	as	revenue	in	the	same	period	the	related	transactions	occur or	services	are	rendered.

Other	revenues	include	fees	earned	from	Visa	Europe	in	connection	with	the	Visa	Europe	Framework	Agreement (see	Note	4—Visa	Europe), optional	card	enhancements,	such	as	extended	cardholder	protection	and	concierge	services,	cardholder	services	and	other	services	provided	to customers.	Other	revenues	are	recognized	in	the	same	period	the	related	transactions	occur	or	services	are	rendered.

Advertising—The	Company	expenses	costs	for	the	production	of	advertising	as	incurred.	The	cost	of	media	advertising	is	expensed	when	the advertising	takes	place.	Total	advertising	costs,	included	in	advertising,	marketing	and	promotion	on	the	consolidated	statements	of	operations,	were $588	million,	$344	million	and	$343	million	for	the	years	ended	September	30,	2008,	2007	and	2006,	respectively.

Operating	leases—The	Company	evaluates	the	impact	of	rent	escalation	clauses	and	lease	incentives,	including	rent	abatements	and	tenant improvement	allowances	included	in	its	operating	leases.	Rent	escalation	clauses	and	lease	incentives	are	considered	in	determining	total	rent	expense to	be	recognized	during	the	term	of	the	lease,	which	begins	on	the	date	the	Company	takes	control	of	the	leased	space.	Rent	expense	related	to	lease agreements	which	contain	escalation	clauses	are	recorded	on	a	straight-line	basis.	Renewal	options	are	considered	by	evaluating	the	overall	term	of	the lease.

Income	taxes—The	Company	accounts	for	income	taxes	in	accordance	with	SFAS	No.	109,	" Accounting	for	Income	Taxes"	("SFAS	109")	and FASB	Interpretation	No.	48,	"Accounting	for	Uncertainty	in	Income	Taxes,	an	interpretation	of	FASB	Statement	No.	109" 	("FIN	48").	SFAS	109	prescribes two	components	of	income	tax	expense:	current	and	deferred.	Current	income	tax	expense	represents	taxes	to	be	paid	or	refunded	for	the	current	period. Deferred	income	taxes	are	determined	using	the	balance	sheet	method.	Deferred	tax	assets	and	liabilities	are	recognized	for	the	future	tax consequences	attributable	to	differences	between	the	financial	statement	carrying	amounts	and	the	respective	tax	bases	of	existing	assets	and	liabilities. 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.	The	effect	on	deferred	tax	assets	and	liabilities	of	a	change	in	tax	rates	is	recognized	in	income	in	the period	that	includes	the	enactment	date.	In	assessing	the	realizability	of	the	deferred	tax	assets,	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.	At	October	1,	2007,	the	Company	adjusted	its	deferred	tax	assets	and	liabilities	as	a	result	of	recording the	fair	value	of	the	acquired	assets	and	assumed	liabilities	of	Visa	International,	Visa	Canada	and	Inovant.

Where	interpretation	of	the	tax	law	may	be	uncertain,	the	Company	recognizes,	measures	and	discloses	income	tax	uncertainties	in	accordance with	FIN	48.	In	connection	with	the	adoption	of	FIN	48,	on	October	1,	2007,	the	Company	elected	to	change	its	classification	policy	of	interest	expense and	penalties	related	to	uncertain	tax	positions	and	began	accounting	for	such	interest	expense	and	penalties	as	interest	expense	and	penalties	in	its 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	postretirement	plans—The	Company	accounts	for	its	defined	benefit	pension	and	other	postretirement	benefit	plans	in	accordance with	SFAS	No.	158,	Employers'	Accounting	for	Defined	Benefit	Pension	and	Other	Postretirement	Plans—an	amendment	of	FASB	Statements	No.	87, 88,	106,	and	132(R).

The	plans	are	actuarially	evaluated,	incorporating	the	use	of	various	assumptions.	Critical	assumptions	for	pension	and	other	postretirement	plans include	the	discount	rate	and	the	expected	rate	of	return	on	plan	assets	(for	qualified	pension	plans).	Other	assumptions	involve	demographic	factors such	as	retirement,	mortality,	turnover	and	the	rate	of	compensation	increases.	The	Company	evaluates	assumptions	annually	and	modifies	the assumptions	as	appropriate.

The	Company	uses	a	discount	rate	to	determine	the	present	value	of	its	future	benefit	obligations.	The	discount	rate	is	based	on	matching	the duration	of	a	pool	of	high	quality	corporate	bonds	to	the	expected	benefit	payment	stream.

To	determine	the	expected	long-term	rate	of	return	on	pension	plan	assets,	the	Company	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	the	10%	corridor	(as	defined	in	SFAS	No.	87,	Employers'	Accounting	for	Pensions),	is	recognized	in	the	net	periodic	pension calculation	over	the	expected	average	employee	future	service	period,	approximately	9	years	for	United	States	plans	and	approximately	14	years	for United	Kingdom	plans.	The	gains	and	losses	of	certain	smaller	nonqualified	pension	plans	are	recognized	immediately	in	the	year	in	which	they	occur.

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	stockholders'	equity.	The	Company	immediately	recognizes	a	settlement	loss	for	net	actuarial	losses	when	it	makes substantial	excess	pension	plan	payments.	For	additional	information	about	our	pension	plans,	refer	to	Note	12—Pension,	Postretirement	and	Other Benefits.

Foreign	currency	translation—The	Company's	functional	currency	is	the	U.S.	dollar	for	each	of	its	foreign	operations	except	Canada.

Transactions	denominated	in	currencies	other	than	the	U.S.	dollar	are	converted	to	U.S.	dollars	at	the	exchange	rate	on	the	transaction	date. Monetary	assets	and	liabilities	denominated	in	non-U.S.	currencies	are	remeasured	to	U.S.	dollars	using	exchange	rates	in	effect	at	the	balance	sheet date.	Non-monetary	assets	and	liabilities	denominated	in	non-U.S.	currencies	are	maintained	at	historical	U.S.	dollar	exchange	rates.

The	functional	currency	in	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	a	weighted	average	exchange	rate	for the	period.	Resulting	translation	adjustments	are	reported	as	a	component	of	accumulated	other	comprehensive	income	on	the	consolidated	balance sheets.

Guarantees	and	indemnifications—The	Company	accounts	for	guarantees	and	indemnifications	in	accordance	with	FASB	Interpretation	No.	45, Guarantor's	Accounting	and	Disclosure	Requirements	for	Guarantees,	Including	Indirect	Guarantees	of	Indebtedness	of	Others 	("FIN	45"),	which	requires that	an	obligation	be	recorded	if	estimable,	regardless	of	the	probability	of	occurrence.	The	Company	indemnifies	issuing	and	acquiring	customers	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	arising	out of	the	provision	of	services	brought	against	Visa	Europe	by	Visa	Inc.'s	customer	financial	institutions,	as	described	in	Note	20—Commitments	and Contingencies.

Derivative	financial	instruments—The	Company	uses	options	and	forward	foreign	exchange	contracts	to	reduce	its	exposure	to	foreign	currency rate	changes	on	non-functional	currency	denominated	forecasted	operating	revenues	and	expenses.	Net	recognized	foreign	currency	assets	and liabilities	are	economically	hedged	with	forward	foreign	exchange	contracts	to	reduce	the	risk	that	earnings	and	cash	flows	will	be	adversely	affected	by changes	in	foreign	currency	exchange	rates.	The	Company	accounts	for	its	derivative	and	hedging	activities	in	accordance	with	SFAS	No.	133, "Accounting	for	Derivative	Instruments	and	Hedging	Activities."

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	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.

Share-based	compensation—The	Company	accounts	for	share-based	compensation	in	accordance	with	SFAS	No.	123	(revised),	 Shared-Based Payments	("SFAS	123R"),	and	records	share-based	compensation	expense	using	the	fair	value	method	of	accounting.	The	Company	recognizes compensation	cost	for	an	award	with	only	service	conditions	that	has	a	graded	vesting	schedule	on	a	straight-line	basis	over	the	requisite	service	period for	the	entire	award.	See	Note	18—Share-based	Compensation.

Net	income	per	share—The	Company	calculates	net	income	per	share	using	the	two-class	method	under	the	guidelines	of	SFAS	No.	128, "Earnings	Per	Share"	to	reflect	the	different	rights	of	each	class	and	series	of	outstanding	common	stock.	See Note	17—Net	Income	Per	Share.

# Recent	Accounting	Pronouncements

In	September	2006,	the	FASB	issued	SFAS	No.	157,	 Fair	Value	Measurements	("SFAS	157"),	which	defines	fair	value	and	establishes	a framework	for	measuring	fair	value	in	generally	accepted	accounting	principles,	and	expands	disclosure	requirements	about	fair	value	measurements.	In February	2008,	the	FASB	issued	FASB	Staff	Position	("FSP")	No.	FAS	157-2,	Effective	Date	of	FASB	Statement	No.	157	("FSP	FAS	157-2"),	which delays	the	effective	date	of	SFAS	157	until	fiscal	years	beginning	after	November	15,	2008	for	all	non-financial	assets	and	non-financial	liabilities,	except for	items	that	are	recognized	or	disclosed	at	fair	value	in	the	financial	statements	on	a	recurring	basis	(at	least	annually).	SFAS	157	is	effective	for financial	assets	and	liabilities	for	fiscal	years	beginning	after

November	15,	2007.	The	Company	evaluated	the	impact	of	adopting	SFAS	157	on	its	financial	assets	and	liabilities	and	does	not	believe	that	the standard	will	have	a	significant	impact	on	its	consolidated	financial	statements	upon	adoption	on	October	1,	2008.	The	Company	is	in	the	process	of evaluating	the	impact,	if	any,	on	its	consolidated	financial	statements	of	adopting	FSP	FAS	157-2	on	its	non-financial	assets	and	liabilities.

In	February	2007,	the	FASB	issued	SFAS	No.	159,	 The	Fair	Value	Option	for	Financial	Assets	and	Financial	Liabilities,	Including	an	Amendment to	SFAS	115	("SFAS	159").	SFAS	159	allows	the	measurement	of	many	financial	instruments	and	certain	other	assets	and	liabilities	at	fair	value	on	an instrument-by-instrument	basis	under	a	fair	value	option.	In	addition,	SFAS	159	includes	an	amendment	of	SFAS	No.	115,	Accounting	for	Certain Investments	in	Debt	and	Equity	Securities,	and	applies	to	all	entities	with	available-for-sale	and	trading	securities.	SFAS	159	is	effective	for	fiscal	years that	begin	after	November	15,	2007.	The	Company	has	evaluated	the	impact	of	adopting	SFAS	159	on	its	consolidated	financial	statements	and	upon adoption	on	October	1,	2008	will	elect	the	fair	value	option	for	certain	equity	securities	and	report	them	as	trading	assets	with	changes	in	fair	value recorded	in	other	income	(expense)	on	the	consolidated	statement	of	operations.	See	Note—6	Investments.	The	adoption	of	SFAS	159	is	not	expected	to have	a	significant	impact	on	the	Company's	financial	position	or	results	of	operations.

In	December	2007,	the	FASB	issued	SFAS	No.	141	(revised	2007),	 Business	Combinations	("SFAS	141R").	SFAS	141R	changes	the	accounting for	business	combinations	including	the	measurement	of	acquirer	shares	issued	in	consideration	for	a	business	combination,	the	recognition	of contingent	consideration,	the	treatment	of	acquisition	related	transaction	costs,	the	accounting	for	preacquisition	gain	and	loss	contingencies,	the accounting	for	acquisition-related	restructuring	cost	accruals,	and	the	recognition	of	changes	in	the	acquirer's	income	tax	valuation	allowance.	SFAS 141R	is	effective	for	fiscal	years	beginning	after	December	15,	2008,	with	early	adoption	prohibited.	The	Company	is	currently	evaluating	the	impact,	if any,	of	adopting	SFAS	141R	on	its	consolidated	financial	statements.

In	April	2008,	the	FASB	issued	FSP	No.	FAS	142-3,	 Determination	of	the	Useful	Life	of	Intangible	Assets 	("FSP	FAS	142-3").	FSP	FAS	142-3 amends	the	factors	that	should	be	considered	in	developing	renewal	or	extension	assumptions	used	to	determine	the	useful	life	of	a	recognized intangible	asset	under	SFAS	No.	142.	FSP	FAS	142-3	is	effective	for	fiscal	years	beginning	after	December	15,	2008.	The	Company	is	currently evaluating	the	impact,	if	any,	of	adopting	FSP	FAS	142-3	on	its	consolidated	financial	statements.

# Note	3—The	Reorganization

# Description	of	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	5— Retrospective	Responsibility	Plan.	For	financial	accounting	and	reporting	purposes,	the	Company	has	reflected	the	reorganization	as	a	single	transaction occurring	on	the	reorganization	date.	Visa	Europe	did	not	become	a	subsidiary	of	Visa	Inc.,	but	rather	remained	owned	and	governed	by	its	European member	financial	institutions	and	entered	into	a	set	of	contractual	arrangements	with	the	Company	in	connection	with	the	reorganization.	In	the reorganization,	the	Company	issued	different	classes	and

series	of	common	stock	reflecting	the	different	rights	and	obligations	of	the	Visa	financial	institution	members	and	Visa	Europe	based	on	the	geographic region	in	which	they	are	located.	In	addition	to	common	stock,	the	Company	provided	other	consideration,	as	more	fully	described	in	Note	4—Visa Europe,	to	Visa	Europe	in	exchange	for	its	ownership	interest	in	Visa	International	and	Inovant.

At	September	30,	2007,	Visa	U.S.A.	held	a	69%	ownership	interest	in	its	consolidated	subsidiary,	Inovant,	and	an	estimated	26%	membership interest	in	Visa	International.	The	remaining	31%	ownership	interest	in	Inovant	was	held	by	Visa	International,	Visa	Canada	and	Visa	Europe.	The remaining	estimated	74%	membership	interest	in	Visa	International	was	held	by	Visa	Europe,	Visa	Canada	and	the	financial	institution	members	of	Visa AP,	Visa	LAC	and	Visa	CEMEA.

The	reorganization	was	accounted	for	using	the	purchase	method	of	accounting	under	the	guidelines	of	SFAS	No.	141	with	Visa	U.S.A.	deemed	to be	the	accounting	acquirer	of	the	acquired	interests.	The	net	assets	underlying	the	acquired	interests	were	recorded	at	fair	value	at	the	reorganization date	with	the	excess	purchase	price	over	this	value	attributed	to	goodwill.

At	the	time	of	the	reorganization,	the	allocation	of	the	Company's	common	stock	to	each	of	Visa	AP,	Visa	LAC,	Visa	CEMEA,	Visa	Canada (collectively	the	"acquired	regions")	and	Visa	U.S.A.	(collectively	"the	participating	regions")	was	based	on	each	entity's	expected	relative	contribution	to the	Company's	projected	net	income	for	fiscal	2008,	after	giving	effect	to	negotiated	adjustments.	The	allocation	of	the	Company's	common	stock	and other	consideration	conveyed	to	Visa	Europe	in	exchange	for	its	membership	interest	in	Visa	International	and	its	ownership	interest	in	Inovant	was determined	based	on	the	fair	value	of	each	element	exchanged	in	the	reorganization.	To	effect	the	reorganization	and	in	exchange	for	the	interests	held in	Visa	U.S.A.,	Visa	International,	Visa	Canada	and	Inovant,	the	Company	authorized	and	issued	to	Visa	Europe	and	the	financial	institution	member groups	of	the	participating	regions	the	following	shares	of	common	stock	(in	whole	numbers):

| Regional	Classes	and	Series	of	Common	Stock | Shares	Issued<br>in	the<br>Reorganization |
| :--- | :--- |
| Class\tUSA | 426,390,481 |
| Class\tEU\t(series\tI) | 62,213,201 |
| Class\tEU\t(series\tII) | 27,904,464 |
| Class\tEU\t(series\tIII) | 549,587 |
| Class\tCanada | 22,034,685 |
| Class\tAP | 119,100,481 |
| Class\tLAC | 80,137,915 |
| Class\tCEMEA | 36,749,698 |

# Purchase	Consideration

Total	purchase	consideration	of	approximately	$17.3	billion	was	exchanged	in	October	2007	for	the	acquired	interests.	The	consideration	was comprised	of	the	following:

(1) See	description	of	the	true-up	of	purchase	consideration	below.

See	Note	4—Visa	Europe	for	more	information	related	to	the	Visa	Europe	put	option	and	the	liability	under	framework	agreement.

# Visa	Inc.	Common	Stock	Issued	in	Exchange	for	the	Acquired	Regions

The	value	of	the	purchase	consideration	conveyed	to	each	of	the	member	groups	of	the	acquired	regions	was	determined	by	valuing	the	underlying businesses	contributed	by	each,	after	giving	effect	to	negotiated	adjustments.	The	value	of	the	purchase	consideration,	consisting	of	all	outstanding shares	of	class	Canada,	class	AP,	class	LAC	and	class	CEMEA	common	stock,	was	measured	at	June	15,	2007	(the	"measurement	date"),	the	date	on which	all	parties	entered	into	the	global	restructuring	agreement,	and	was	determined	to	have	a	fair	value	of	approximately	$12.6	billion.

The	Company	primarily	relied	upon	the	analysis	of	comparable	companies	with	similar	industry,	business	model	and	financial	profiles.	This	analysis considered	a	range	of	metrics	including	the	forward	multiples	of	revenue;	earnings	before	interest,	depreciation	and	amortization;	and	net	income	of comparable	companies.	Ultimately,	the	Company	determined	that	the	forward	net	income	multiple	was	the	most	appropriate	measure	to	value	the acquired	regions	and	reflect	anticipated	changes	in	the	Company's	financial	profile	prospectively.	This	multiple	was	applied	to	the	corresponding	forward net	income	of	the	acquired	regions	to	calculate	their	value.	The	most	comparable	company	identified	was	MasterCard	Inc.	Therefore,	the	most	significant input	into	this	analysis	was	MasterCard's	forward	net	income	multiple	of	27	times	net	income	at	the	measurement	date.

The	Company	additionally	performed	discounted	cash	flow	analyses	for	each	region.	These	analyses	considered	the	Company's	forecast	by region	and	incorporated	market	participant	assumptions	for	growth	and	profitability.	The	cash	flows	were	discounted	using	rates	ranging	from	12-16%, reflecting	returns	for	investments	times	earnings	before	interest,	tax,	depreciation	and	amortization	("EBITDA")	to	ascribe	value	to	periods	beyond	the Company's	forecast,	consistent	with	recent	payment	processing,	financial	exchange	and	credit	card	precedent	transactions.

# True-Up	of	Purchase	Consideration

Under	the	terms	of	the	reorganization,	on	March	17,	2008,	each	regional	class	and	series	of	common	stock	was	converted	into	class	C	common stock	(except	in	the	case	of	class	USA	common	stock	which	was	converted	into	class	B	common	stock)	resulting	in	a	reallocation	of	ownership	among the	participating	regions	(the	"true-	up").	The	conversion	rate	was	based	on	each	participating	region's	relative	under-	or	over-achievement	of	its	net revenue	targets	during	the	four	quarters	ended	December	31,	2007.	The	shares	held	by	Visa	Europe	were	not	subject	to	the	true-up.

As	a	result	of	the	true-up,	the	ownership	interest	of	the	Visa	U.S.A.	member	group	in	the	Company	was	reduced	by	approximately	7%,	with	a corresponding	increase	in	the	collective	ownership	interest	of	the	other	stockholders	in	the	form	of	26	million	additional	shares	of	class	C	(series	I) common	stock	received	net	in	the	conversion.

Under	the	guidelines	of	SFAS	141	the	additional	shares	issued	to	these	members	were	recorded	as	additional	purchase	consideration.	These shares	were	recorded	at	the	true-up	date	at	their	fair	value	of	$44	per	share	resulting	in	the	recognition	of	$1.2	billion	of	additional	purchase	consideration as	an	increase	to	goodwill	and	additional	paid-in	capital.	The	fair	value	of	these	shares	was	determined	based	on	the	price	per	share	in	the	IPO.	See Note	16—Stockholders'	Equity	and	Redeemable	Shares.

# Visa	Inc.	Common	Stock	Issued	to	Visa	Europe

Visa	Europe	remained	a	separate	entity	owned	and	governed	by	its	European	member	banks.	Under	the	terms	of	the	reorganization,	Visa	Europe exchanged	its	membership	interest	in	Visa	International	and	Inovant	for	a	put-call	option	agreement,	a	framework	agreement	(as	described	below)	and the	following	consideration:

•	 An	8.1%	ownership	interest	in	the	form	of	all	outstanding	class	EU	(series	I)	and	class	EU	(series	III)	common	stock.	The	class	EU	(series	I) and	class	EU	(series	III)	common	stock	participated	equally	and	had	the	same	rights	as	the	class	AP,	class	LAC,	class	CEMEA,	and	class Canada	common	stock,	except	that	it	did	not	participate	in	the	true-up	of	purchase	consideration.	The	Company	determined	the	fair	value	of this	common	stock	to	be	approximately	$3.1	billion	at	the	measurement	date	based	on	the	value	of	the	common	stock	issued	to	the	acquired regions	in	exchange	for	their	historical	membership	interest	in	Visa	International	and	ownership	interest	in	Visa	Canada.

•	 A	3.6%	ownership	interest	in	the	form	of	all	outstanding	class	EU	(series	II)	common	stock.	All	outstanding	shares	of	class	EU	(series	II) common	stock	were	converted	on	a	one-to-one	basis	for	shares	of	class	C	(series	II)	common	stock	at	the	time	of	the	true-up.	All	outstanding shares	of	class	C	(series	II)	common	stock	were	redeemed	by	Visa	Inc.	on	October	10,	2008	at	a	price	of	$1.146	billion	adjusted	for	dividends paid	and	other	adjustments.	The	Company	determined	the	fair	value	of	this	common	stock	to	be	approximately	$1.104	billion	at	the reorganization	date	by	discounting	the	redemption	price	using	a	risk-free	rate	of	4.9%	over	the	period	to	October	10,	2008.	See	Note	16— Stockholders'	Equity	and	Redeemable	Shares	and	Note	4—Visa	Europe	for	more	information	related	to	class	C	(series	II)	common	stock	and the	October	2008	redemption.

# Visa	Europe	Put-Call	Option	Agreement

Under	the	put-call	option	agreement	between	the	Company	and	Visa	Europe,	the	Company	has	granted	Visa	Europe	a	put	option	under	which	the Company	is	required	to	purchase	from	its	members	all	of	the	share	capital	of	Visa	Europe.	This	option	is	exercisable	beginning	on	March	25,	2009.	The Company	is	required	to	repurchase	the	shares	of	Visa	Europe	no	later	than	285	days	after	exercise	of	the	put	option.	The	purchase	price	of	the	Visa Europe	shares	under	the	put	option	is	based	upon	a	formula	that,	subject	to	certain	adjustments,	applies	the	12-month	forward	price-to-earnings	multiple applicable	to	the	Company's	common	stock	at	the	time	the	option	is	exercised	to	Visa	Europe's	projected	sustainable	adjusted	net	operating	income	for the	same	12-month	period.	At	the	date	of	reorganization	and	at	September	30,	2008,	the	fair	value	of	the	put	option	was	approximately	$346	million. Refer	to	Note	4—Visa	Europe	for	more	information	related	to	the	Visa	Europe	put-call	option	agreement.

# Liability	Under	Framework	Agreement

The	relationship	between	the	Company	and	Visa	Europe	subsequent	to	the	reorganization	is	governed	by	the	framework	agreement,	which provides	for	trademark	and	technology	licenses	and	bilateral	services.

Visa	Inc.,	Visa	U.S.A.,	Visa	International	and	Inovant,	as	licensors,	granted	Visa	Europe	exclusive,	irrevocable	and	perpetual	licenses	to	use	the Visa	trademarks	and	technology	intellectual	property	owned	by	the	licensors	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.	The	Company determined	that	the	base	license	fee	(the	"fee"),	as	adjusted	in	future	periods	based	on	the	growth	of	the	gross	domestic	product	of	the	European	Union, approximated	fair	value.	The	Company	made	this	determination	through	an	analysis	of	the	fee	rates	implied	by	the	economics	of	the	licenses.	As	more fully	described	in	Note	4—Visa	Europe,	the	base	fee	was	reduced	by	an	amount	and	for	a	period	of	time	dependent	on	the	timing	and	results	of	the	IPO. At	October	1,	2007,	the	Company	calculated	its	liability	to	provide	these	licenses	at	below	fair	value	to	be	approximately	$132	million,	based	on	the Company's	initial	registration	statement	filing	on	November	9,	2007,	an	assumed	offering	closing	date	of	March	31,	2008	and	the	applicable	three-month London	Interbank	Offered	Rate	("LIBOR")	rate	at	September	30,	2007	of	5.23%.	See	Note	4—Visa	Europe	for	more	information	related	to	the	liability under	the	framework	agreement.

# Fair	Value	of	Assets	Acquired	and	Liabilities	Assumed

Total	purchase	consideration	has	been	allocated	to	the	tangible	and	identifiable	intangible	assets	and	liabilities	assumed	underlying	the	acquired interests	based	on	their	fair	value	on	the	date	of	the	reorganization.	The	excess	of	purchase	consideration	over	the	tangible	and	identifiable	intangible assets	and	liabilities	assumed	was	recorded	as	goodwill.

The	following	table	summarizes	the	allocation	of	total	purchase	consideration	to	tangible	and	intangible	assets	acquired,	liabilities	assumed	and goodwill	at	October	1,	2007:

The	following	table	reflects	activity	related	to	goodwill	from	September	30,	2007	to	September	30,	2008:

As	discussed	above	under	"True-Up	of	Purchase	Consideration,"	under	the	guidelines	of	SFAS	141,	the	ownership	interest	of	the	Visa	U.S.A. member	group	in	the	Company	was	reduced	as	a	result	of	the	true-up,	with	a	corresponding	increase	in	the	collective	ownership	interest	of	the	other stockholders,	resulting	in	additional	purchase	consideration.	The	additional	purchase	consideration	of	$1.2	billion	was	recorded	as	an	increase	in additional	paid-in	capital	and	goodwill.

Deferred	tax	adjustments	impacting	goodwill	were	primarily	related	to	the	release	of	the	deferred	tax	liability	for	Visa	U.S.A.'s	historical	equity ownership	in	Visa	International,	and	adjustments	in	deferred	taxes	associated	with	the	EU	framework	agreement	and	fair	value	of	certain	assets acquired	in	the	reorganization.

The	purchased	intangibles	and	goodwill	are	not	deductible	for	tax	purposes.	Substantially	all	of	the	identifiable	intangible	assets	have	an	indefinite life	and	accordingly	are	not	subject	to	amortization.	The	Company	has	determined	that	all	goodwill	is	attributable	to	its	single	reportable	segment.

# Pro	Forma	Results	of	Operations

The	following	Visa	Inc.	pro	forma	results	of	operations	for	fiscal	2007	have	been	prepared	to	give	effect	to	the	reorganization	described	above assuming	it	occurred	on	October	1,	2006.

The	pro	forma	results	of	operations	are	presented	for	illustrative	purposes	only	and	are	not	necessarily	indicative	of	the	results	of	operations	that would	have	been	obtained	had	these	events	actually	occurred	on	October	1,	2006,	nor	do	they	intend	to	be	a	projection	of	future	results	of	operations.

The	pro	forma	results	of	operations	have	been	prepared	by	applying	adjustments	to	the	historical	consolidated	statements	of	operations	of	Visa	U.S.A., Visa	International	and	Visa	Canada	for	fiscal	2007.

# California	Special	Deduction

The	pro	forma	statements	of	operations	presented	above	reflect	the	Company's	continuing	eligibility	to	claim	the	special	deduction	afforded	to companies	that	operate	on	a	cooperative	or	mutual	basis	under	California	Revenue	and	Taxation	Code	§24405	(referred	to	hereafter	as	"the	special deduction").	The	state	of	California,	where	both	Visa	U.S.A.	and	Visa	International	are	headquartered,	historically	has	not	taxed	a	substantial	portion	of the	reported	income	of	these	companies	on	the	basis	that	both	operate	on	a	cooperative	or	mutual	basis	and	are	therefore	eligible	for	the	special deduction.	As	taxpayers	eligible	for	the	special	deduction,	Visa	U.S.A.	and	Visa	International	were	generally	only	subject	to	California	taxation	on	interest and	investment	income.	Therefore,	the	majority	of	each	company's	income	has	not	historically	been	taxed	in	California.

Upon	the	Company's	completion	of	its	IPO	and	the	consequent	ownership	by	parties	other	than	the	Company's	financial	institution	customers,	the Company	is	no	longer	eligible	to	claim	the	special	deduction	and	is	subject	to	California	taxation	as	a	traditional,	for-profit	business	enterprise.	Had ineligibility	for	the	special	deduction	been	reflected	at	October	1,	2006	in	the	pro	forma	condensed	combined	statements	of	operations,	pro	forma	income tax	benefit	would	decrease	and	pro	forma	net	loss	would	increase	by	approximately	$31	million	for	fiscal	2007.	The	Company's	tax	provision	for	fiscal 2008	reflects	the	loss	of	the	special	deduction	in	March,	2008.	See	Note	22—Income	Taxes.

# Note	4—Visa	Europe

As	discussed	in	Note	1—Organization,	Visa	Europe	remained	a	separate	entity	owned	and	governed	by	its	European	member	banks	after	the reorganization.	Under	the	terms	of	the	reorganization,	Visa	Europe	exchanged	its	ownership	interest	in	Visa	International	and	Inovant	for	the	following consideration:	(i)	an	8.1%	ownership	interest	in	the	form	of	class	EU	(series	I)	and	class	EU	(series	III)	common	stock;	(ii)	a	3.6%	ownership	interest	in the	form	of	class	EU	(series	II)	common	stock;	(iii)	a	put-call	option	agreement,	and	(iv)	a	framework	agreement.	See	Note	3—The	Reorganization.

# Class	EU	(Series	I	and	III)	Common	Stock	and	Class	C	(Series	III	and	IV)	Common	Stock

At	the	date	of	reorganization,	Visa	Europe	received	an	8.1%	ownership	interest	in	Visa	Inc.	in	the	form	of	class	EU	(series	I)	and	class	EU	(series III)	common	stock	valued	at	$3.1	billion	at	the	measurement	date.	Concurrent	with	the	true-up	of	purchase	consideration,	on	March	17,	2008,	the	EU (series	I)	and	EU	(series	III)	common	stock	was	converted	into	class	C	(series	III)	and	class	C	(series	IV)	common	stock,	respectively,	on	a	one-to-one basis.

# Class	EU	(Series	II)	Common	Stock	and	Class	C	(Series	II)	Common	Stock

At	the	date	of	reorganization,	Visa	Europe	also	received	a	3.6%	ownership	interest	in	Visa	Inc.	in	the	form	of	class	EU	(series	II)	common	stock. On	March	17,	2008,	the	class	EU	(series	II)	common	stock	converted	on	a	one-to-one	basis	into	shares	of	class	C	(series	II)	common	stock.	On March	19,	2008,	the	Company	issued	51,844,393	additional	shares	of	class	C	(series	II)	stock	at	a	price	of	$44	per	share	in	exchange	for	a	subscription receivable	from	Visa	Europe.	This	issuance	and	subscription	receivable	were	recorded	as	offsetting	entries	in	temporary	equity	on	the	Company's consolidated	balance	sheet.

The	Company	redeemed	all	outstanding	shares	of	class	C	(series	II)	common	stock	in	October	2008	at	its	redemption	price	of	$1.136	billion,	which represents	its	stated	redemption	price	of	$1.146	billion	reduced	by	the	dividend	declared	in	June	2008	and	paid	on	these	shares	in	August	2008	and	the extinguishment	of	the	subscription	receivable.

# Fair	Value	and	Accretion	of	Class	C	(Series	II)	Common	Stock

At	the	time	of	the	reorganization	in	October	2007,	the	Company	determined	the	fair	value	of	the	class	C	(series	II)	common	stock	to	be approximately	$1.104	billion.	Prior	to	the	IPO	these	shares	were	not	redeemable.	Completion	of	the	Company's	IPO	triggered	the	redemption	feature	of this	stock.	As	a	result,	in	accordance	with	Emerging	Issues	Task	Force	("EITF")	Topic	D-98,	"Classification	and	Measurement	of	Redeemable	Securities," in	March	2008,	the	Company	reclassified	all	outstanding	shares	of	the	class	C	(series	II)	common	stock	at	its	then	fair	value	of	$1.125	billion	to temporary	or	mezzanine	level	equity	on	the	Company's	consolidated	balance	sheet	with	a	corresponding	reduction	in	additional	paid-in-capital	of	$1.104 billion	and	accumulated	income	of	$21	million.	Over	the	period	from	March	2008	to	October	10,	2008,	the	date	these	shares	were	redeemed,	the Company	recorded	accretion	of	this	stock	to	its	redemption	price	through	accumulated	income.

The	following	table	reflects	activity	related	to	the	class	C	(series	II)	common	stock	from	October	1,	2007	to	September	30,	2008:

(1) Over	the	period	from	March	2008	to	September	30,	2008,	the	Company	recorded	accretion	of	this	stock	to	its	redemption	price	through accumulated	income.

(2) In	June	2008,	the	Company	declared	a	dividend	of	$0.105	per	share.	The	dividend	paid	to	the	class	C	(series	II)	common	stock	is	treated	as	a reduction	in	temporary	equity	as	it	reduces	the	redemption	value	of	the	class	C	(series	II)	common	stock.	See	Note	16—Stockholders'	Equity	and Redeemable	Shares	for	further	information	regarding	the	dividend	declaration.

# October	2008	Redemptions	of	class	C	(series	II)	and	class	C	(series	III)	common	stock

As	noted	above,	on	October	10,	2008,	the	Company	redeemed	all	of	the	outstanding	shares	of	class	C	(series	II)	common	stock	at	its	redemption price	of	$1.146	billion	less	dividends	paid,	or	$1.136	billion.

Pursuant	to	the	Company's	fourth	amended	and	restated	certificate	of	incorporation,	35,263,585	shares	of	class	C	(series	III)	common	stock	were required	to	be	redeemed	in	October	2008	and	therefore	were	classified	as	a	current	liability	at	September	30,	2008	on	the	Company's	consolidated balance	sheet.	On	October	10,	2008,	the	Company	used	$1.508	billion	of	net	proceeds	from	the	IPO	for	the	required	redemption	of	35,263,585	shares	of class	C	(series	III)	common	stock	at	a	redemption

price	of	$42.77	per	share.	Following	the	October	2008	redemption,	the	remaining	27,499,203	shares	of	class	C	(series	III)	and	class	C	(series	IV) common	stock	outstanding	automatically	converted	into	shares	of	class	C	(series	I)	common	stock	on	a	one-to-one	basis.	See	Note	16—Stockholders' Equity	and	Redeemable	Shares.

Visa	Inc.	and	Visa	Europe	have	entered	into	a	put-call	option	agreement	under	which	Visa	Inc.	granted	Visa	Europe	a	perpetual	put	option	to require	Visa	Inc.	to	purchase	from	Visa	Europe	members	all	of	the	issued	shares	of	capital	stock	of	Visa	Europe.	The	put	option	may	be	exercised	by Visa	Europe	at	any	time	after	March	25,	2009.	The	Company	is	required	to	purchase	the	shares	of	Visa	Europe	no	later	than	285	days	after	exercise	of the	put	option.	In	addition,	Visa	Europe	granted	to	Visa	Inc.	a	call	option	under	which	the	Company	will	be	entitled	to	purchase	all	of	the	share	capital	of Visa	Europe.	The	Company	may	exercise	the	call	option,	subject	to	certain	conditions,	at	any	time	following	certain	triggering	events.	At	the	date	of reorganization	on	October	1,	2007	and	at	September	30,	2008,	the	fair	value	of	the	put	option	was	approximately	$346	million	and	is	recorded	within other	liabilities	on	the	Company's	consolidated	balance	sheet.

# Fair	Value	of	the	Put	and	Call	Options

The	Company	determined	the	fair	value	of	the	put	option,	approximately	$346	million	at	September	30,	2008	and	October	1,	2007,	using probability-weighted	models	designed	to	estimate	the	Company's	liability	assuming	various	possible	exercise	decisions	that	Visa	Europe	could	make under	different	economic	conditions	in	the	future,	including	the	possibility	that	Visa	Europe	will	never	exercise	its	option.	This	liability	is	carried	at	fair value	in	other	liabilities	on	the	Company's	consolidated	balance	sheet	with	changes	in	fair	value	included	in	the	Company's	statement	of	operations similar	to	the	treatment	required	by	SFAS	133	and	reclassified	as	a	short-term	liability	when	it	becomes	payable	within	a	year.	The	key	assumptions	used in	these	models	are	dictated	by	the	various	elements	of	the	put	option	strike	price	calculation	and	the	Company's	estimation	of	the	fair	value	of	Visa Europe	at	the	assumed	date	of	exercise.

Significant	key	inputs	used	in	the	determination	of	the	fair	value	of	the	put	option	include	the	estimated	probability	of	exercise	and	various assumptions	used	in	the	estimation	of	the	Company's	obligation	in	the	event	of	exercise.	These	include	the	estimated	differential	between	the Company's	12-month	forward	price-to-earnings	multiple	and	that	applicable	to	Visa	Europe	on	a	stand	alone	basis	at	the	time	of	exercise	and	the estimated	growth	of	Visa	Europe's	sustainable	net	operating	income.	These	key	inputs	are	unobservable.

The	Company	determined	that	the	call	option	contained	in	the	put-call	option	agreement	has	nominal	value	at	the	reorganization	date	as	the conditions	under	which	it	is	exercisable	are	deemed	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.

# Trademark	and	Technology	Licenses

Visa	Inc.,	Visa	U.S.A.,	Visa	International	and	Inovant,	as	licensors,	granted	to	Visa	Europe	exclusive,	irrevocable	and	perpetual	licenses	to	use	the Visa	trademarks	and	technology	intellectual	property	owned	by	the	licensors	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,	such	as	processors,	for	use	within	Visa Europe's	region	and,	in	certain	limited	circumstances,	outside	the	Visa	Europe	region.

The	fee	payable	for	these	irrevocable	and	perpetual	licenses	is	approximately	$143	million	per	year,	payable	quarterly,	which	is	referred	to	as	the quarterly	base	fee,	except	for	the	year	ended	September	30,	2008	during	which	the	fee	payable	was	$41	million.	The	reduced	payment	for	2008	was calculated	based	on	applying	the	three-month	LIBOR	rate	plus	100	to	200	basis	points	to	$1.146	billion	and	certain	results	of	the	IPO.	Beginning November	9,	2010	the	quarterly	base	fee	will	be	increased	annually	based	on	the	annual	growth	of	the	gross	domestic	product	of	the	European	Union.

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.	As	a	result	of	the	approximately $102	million	reduction	in	payment	for	the	year	ended	September	30,	2008,	the	trademark	and	technology	license	agreement	represents	a	contract	that	is below	fair	value.

# Calculation	of	Liability	under	the	Framework	Agreement

At	October	1,	2007,	the	Company	recorded	a	liability	of	approximately	$132	million	to	reflect	the	Company's	estimated	obligation	to	provide	these licenses	at	below	fair	value.	The	application	of	the	LIBOR	rate	in	determining	the	reduced	payment	represents	a	variable	interest	element	embedded within	the	framework	agreement,	which	the	Company	has	treated	as	an	embedded	derivative	with	changes	in	fair	value	reflected	in	Visa	Inc.'s consolidated	statement	of	operations	under	the	guidelines	of	SFAS	133.

During	the	year	ended	September	30,	2008,	the	Company	made	adjustments	to	its	liability	under	the	framework	agreement	as	follows:

(1) The	Company	made	adjustments	to	the	calculation	of	its	liability	of:	(i)	$2	million	to	reflect	a	minor	adjustment	to	the	calculation	methodology;	(ii)	$5 million	to	update	the	liability	to	reflect	actual	IPO	assumptions	and	(iii)	$2	million	to	reflect	the	change	of	redemption	date.

(2) Reduction	due	to	adjustments	to	remeasure	the	fair	value	of	the	liability	at	the	applicable	LIBOR	rate	with	an	offset	to	other	income	(expense)	in	the consolidated	statements	of	operations.	The	liability	was	remeasured	at	September	30,	2008	using	a	LIBOR	rate	of	4.05%.

(3) Reduction	of	the	liability	to	reflect	license	fees	earned	during	the	period,	which	were	not	received	in	cash,	as	a	result	of	the	first	and	second	fee reduction	components	under	the	framework	agreement.

(4) Liability	under	the	framework	agreement	is	recorded	in	accrued	liabilities	on	the	consolidated	balance	sheet	at	September	30,	2008	and	represents the	remaining	liability	from	October	1,	2008	until	the	redemption	of	class	C	(series	II)	and	class	C	(series	III)	common	shares	on	October	10,	2008.

# Other	Obligations	under	Trademark	and	Technology	Licenses

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.	In	addition,	the	parties	will	guarantee	the	obligations	of	their	respective	customers	and	members	to settle	transactions	between	such	customers	and	members,	service	global	customers,	participate	in	certain	global	sponsorships,	manage	certain	global programs,	establish	rules	for	servicing	global	merchants,	ensure	that	their	customers	and	members	require	acceptance	of	globally	accepted	cards, maintain	adequate	capital	levels	to	support	their	ongoing	business	operations	and	establish	and	comply	with	rules	relating	to	the	operation	of	the	Visa enterprise.	The	Company	will	indemnify	Visa	Europe	for	any	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	claims	arising	from	activities	in	the	field	of	financial	payments	and processing	services	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,	2008.

# Bilateral	Services

Visa	Inc.	and	Visa	Europe	provide	each	other	with	transitional	and	ongoing	services	similar	to	those	services	previously	provided	among	Visa U.S.A.,	Visa	International,	Inovant,	Visa	Canada	and	Visa	Europe.	Visa	Inc.	provides	Visa	Europe,	on	an	ongoing	basis,	with	authorization	services	for cross-border	transactions	involving	Visa	Europe's	region	and	the	rest	of	the	world,	as	well	as	clearing	and	settlement	system	services	between	Visa Europe's	region	and	the	rest	of	the	world.	Until	Visa	Europe's	regional	clearing	and	settlement	system	is	deployed,	Visa	Inc.	will	provide	clearing	and settlement	system	services	within	Visa	Europe's	region.	In	addition,	the	parties	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	Visa	Europe's regional	clearing	and	settlement	system	is	deployed,	at	which	time	this	arrangement	will	cease.	The	parties	also	use	each	others'	switching	and processing	services.

Visa	Europe	indemnifies	Visa	Inc.	for	any	claims	arising	out	of	the	provision	of	the	services	brought	by	Visa	Europe's	member	banks	against	Visa Inc.,	while	Visa	Inc.	indemnifies	Visa	Europe	for	any	claims	arising	out	of	the	provision	of	the	services	brought	against	Visa	Europe	by	Visa	Inc.'s customer	financial	institutions.

The	Company	has	determined	that	no	material	value	was	exchanged	in	the	bilateral	services	agreement	above	or	below	fair	value	as	a	result	of agreeing	to	receive	or	perform	services	at	specified	rates.	The	Company	made	this	determination	by	comparing	the	pricing	specified	in	the	agreement	to those	routinely	charged	by	comparable	third	party	service	providers.	As	a	result,	the	Company	has	not	recorded	an	asset	or	liability	to	reflect	an obligation	to	provide	or	receive	services	at	above	or	below	fair	value.

# Note	5—Retrospective	Responsibility	Plan

As	part	of	the	reorganization,	the	Company	established	several	related	mechanisms,	including	a	series	of	agreements	designed	to	address potential	liability	under	certain	litigation	referred	to	as	the	"covered	litigation."	These	mechanisms	are	referred	to	as	the	Retrospective	Responsibility	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,	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	will	be	paid.	As	a	result	of	this	initial	deposit,	the	conversion	ratio applicable	to	the	remaining	class	B	common	stock	outstanding	was	reduced	to	approximately	0.71	shares	of	class	A	common	stock	for	each	share	of class	B	common	stock.	The	escrow	funds	are	held	in	money	market	investments	with	the	income	earned,	less	the	applicable	taxes,	classified	as	short term	and	long	term	restricted	cash	on	the	Company's	consolidated	balance	sheet.	The	amount	of	the	escrow	funds	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	is	classified	as a	non-current	asset.	The	amount	of	the	escrow	was	determined	by	the	litigation	committee.	The	litigation	committee	was	established	pursuant	to	a 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.	The	litigation	committee:	(i)	determined	the	amount	of	the	proceeds	from	the	IPO	to	be	deposited	in	the escrow	account;	(ii)	may	request	the	issuance	of	a	follow-on	offering	of	class	A	common	stock	to	increase	the	size	of	the	escrow	account,	subject	to	Visa Inc.'s	right	to	delay	the	filing	or	effectiveness	of	a	registration	statement	under	certain	circumstances;	and	(iii)	may	recommend	or	refer	the	cash	payment portion	of	a	proposed	settlement	of	any	covered	litigation	to	the	Visa	Inc.	board	of	directors.

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.

The	following	table	sets	forth	the	change	in	the	escrow	account	during	fiscal	2008:

|  | Fiscal	2008 |
| :--- | :--- |
|  | (in\tmillions) |
| Balance\tat\tOctober\t1 | $— |
| IPO\tproceeds\tused\tto\tfund\tescrow | 3,000 |
| American\tExpress\tsettlement\tpayments(1) | (1,085) |
| Interest\tearned,\tless\tapplicable\ttaxes | 13 |
| Balance\tat\tSeptember\t30 | $1,928 |

(1) See	Note	23—Legal	Matters	for	additional	information	about	the	American	Express	settlement.

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	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	Retrospective	Responsibility	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.

# Note	6—Investments

# Available-for-Sale	Investments

Available-for-sale	investment	securities,	which	are	recorded	at	fair	value,	consist	of	debt	securities	issued	by	governments	and	government- sponsored	entities,	tax-exempt	municipal	bonds,	corporate	debt	securities,	asset	backed	and	mortgage	backed	securities,	auction	rate	securities	issued by	corporations	and	mutual	fund	investments	in	equity	securities	and	other	marketable	equity	securities.	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,\t2008: |  |  |  |  |
| Debt\tsecurities: |  |  |  |  |
| U.S.\tgovernment-sponsored\tentities | $387 | $4 | $— | $391 |
| Canadian\tgovernment\tdebt\tsecurities | 7 | — | — | 7 |
| Tax-exempt\tmunicipal\tbonds | 5 | — | — | 5 |
| Corporate\tdebt\tsecurities | 45 | — | — | 45 |
| Other\tasset\tbacked\tsecurities | 23 | — | — | 23 |
| Mortgage\tbacked\tsecurities | 23 | — | (1) | 22 |
| Auction\trate\tsecurities | 13 | — | — | 13 |
| Equity\tsecurities | 93 | — | — | 93 |
| Total | $596 | $4 | $(1) | $599 |

|  |  | Available-For-Sale<br>(in	millions) | Available-For-Sale<br>(in	millions) |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Amortized | Gross\tUnrealized | Gross\tUnrealized | Fair |
|  | Cost | Gains | Losses | Value |
| September\t30,\t2007: |  |  |  |  |
| Debt\tsecurities: |  |  |  |  |
| U.S.\tgovernment-sponsored\tentities | $1,272 | $2 | $— | $1,274 |
| Tax-exempt\tmunicipal\tbonds | 9 | — | — | 9 |
| Auction\trate\tsecurities | 152 | — | — | 152 |
| Equity\tsecurities | 45 | 4 | — | 49 |
| Total | $1,478 | $6 | $— | $1,484 |

The	contractual	maturity	of	available-for-sale	debt	securities	regardless	of	their	balance	sheet	classification	is	as	follows:

|  | Amortized	Cost |  | Fair	Value |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| September\t30,\t2008: |  |  |  |
| Due\twithin\tone\tyear | $263 |  | $264 |
| Due\tafter\t1\tyear\tthrough\t5\tyears | 177 |  | 180 |
| Due\tafter\t5\tyears\tthrough\t10\tyears | 4 | 4 | 4 |
| Due\tafter\t10\tyears | 13 |  | 13 |
| Debt\tsecurities\twith\tno\tsingle\tmaturity\tdate | 46 |  | 45 |
| Total | $503 |  | $506 |

Equity	securities	primarily	consist	of	mutual	fund	investments	related	to	various	employee	compensation	plans.	For	these	plans,	employees	bear the	risk	of	market	fluctuations	over	the	term	of	their	participation	in	the	compensation	plan.	Losses	experienced	on	these	equity	investments	are	offset	by reductions	in	personnel	expense.	During	the	fourth	fiscal	quarter,	the	Company	evaluated	the	unrealized	loss	positions	of	26	mutual	fund	investments	in these	various	compensation	plans.	Due	to	sharp	declines	in	the	market	values	of	these	equity	securities	between	the	third	and	fourth	fiscal	quarters,	the period	of	time	that	these	equity	securities	have	been	in	unrealized	loss	positions,	and	the	prevalent	uncertainty	in	the	financial	markets,	the	Company considered	these	investments	to	be	other-than-temporarily	impaired.	As	a	result,	the	Company	recognized	other-than-temporary	losses	on	these	equity securities	of	$19	million	during	the	fourth	fiscal	quarter.	Effective	October	1,	2008,	the	Company	elected	the	fair	value	option	under	SFAS	No.	159	and will	report	these	equity	securities	as	trading	assets	with	changes	in	fair	value	recorded	as	other	income	(expense).

The	Company	also	evaluated	its	investments	in	corporate	debt,	asset	backed,	and	mortgage	backed	securities	at	September	30,	2008	for	other- than-temporary	impairment.	Approximately	$2	million	of	these	securities	were	considered	other-than-temporarily	impaired	based	on	the	period	of	time these	securities	were	in	a	loss	position,	the	severity	of	the	losses,	and	the	overall	uncertainty	in	the	financial	markets.	The	remaining	investments	were not	considered	other-than-temporarily	impaired	because	the	principal	balances	of	these	investments	are	expected	to	be	repaid	according	to	their	original maturity	schedules.	The	Company	intends	to	hold	these	investments	until	their	value	is	recovered	and	has	the	ability	to	do	so	given	its	current	liquidity position.

During	March	2008,	the	Company	also	recognized	other-than-temporary	impairment	on	auction	rate	securities	of	$7	million.	The	balance	of	auction rate	securities	at	September	30,	2008	was	$13	million.

# Other	Investments

At	September	30,	2008,	investments	accounted	for	under	the	cost	and	equity	methods	totaled	$592	million,	of	which	$565	million	were	acquired	in the	reorganization	from	Visa	International	and	were	recorded	at	their	fair	value	at	the	date	of	acquisition.	An	impairment	analysis	of	investments accounted	for	under	the	cost	and	equity	methods	resulted	in	recognized	losses	of	$2	million	during	the	fourth	fiscal	quarter	as	the	Company	does	not expect	to	recover	its	investment	based	on	the	investments'	near	term	prospects.	At	September	30,	2007,	investments	accounted	for	under	the	cost 133

and	equity	methods,	excluding	Visa	U.S.A.'s	investment	in	Visa	International	and	Visa	U.S.A.'s	investments	in	real	estate	ventures	owned	jointly	by	itself and	Visa	International,	totaled	$4	million.	Investments	accounted	for	under	the	cost	and	equity	methods	are	included	in	other	assets	on	the	consolidated balance	sheets,	except	for	Visa	U.S.A.'s	investment	in	Visa	International,	which	is	shown	as	a	separate	line	on	the	September	30,	2007	consolidated balance	sheet.

There	were	no	other	investments	that	realized	significant	losses	during	the	fiscal	year	ended	September	30,	2008	and	at	September	30,	2008,	no other	investments	had	been	in	a	significant	unrealized	loss	position	for	a	period	greater	than	one	year.

The	Company	also	evaluated	the	impact	to	investments	in	money	market	funds	held	based	on	the	recent	uncertainties	in	the	credit	markets.	See Note	7—Prepaid	Expenses	and	Other	Assets	for	further	discussion.

# Note	7—Prepaid	Expenses	and	Other	Assets

Prepaid	expenses	and	other	current	assets	consisted	of	the	following:

| Money	market	investment—Reserve	Primary	Fund | $953 | $— |
| :--- | :--- | :--- |
| Non-trade\treceivable | 15 | 205 |
| Prepaid\texpenses\tand\tmaintenance | 91 | 40 |
| Income\ttax\treceivable\t(See\tNote\t22—Income\tTaxes) | 90 | — |
| Other | 41 | 26 |
| Total | $1,190 | $271 |

      Other	non-current	assets	consisted	of	the	following:

| Other	non-current	assets	consisted	of	the	following: |  |  |  |
| :--- | :--- | :--- | :--- |
|  | September\t30,\n2008 |  | September\t30,\n2007 |
|  |  | (in\tmillions) |  |
| Other\tinvestments | $592 |  | $4 |
| Long-term\tprepaid\texpenses | 29 |  | 41 |
| Other | 13 |  | 46 |
| Total | $634 |  | $91 |

The	money	market	investment	represents	the	estimated	fair	value	of	the	Company's	investment	in	the	Reserve	Primary	Fund	(the	"fund")	at September	30,	2008.	In	September	2008,	the	fund	was	unable	to	honor	the	Company's	request	for	the	full	redemption	of	its	investment	in	the	fund totaling	$983	million	and	was	subsequently	placed	into	liquidation.	The	fund	announced	that	its	per-share	value	would	drop	below	$1	as	a	result of	losses	in	certain	of	its	holdings	of	debt	securities	of	Lehman	Brothers,	who	on	September	15,	2008	filed	for	bankruptcy.

The	investment	was	originally	recorded	as	a	cash	equivalent	on	the	Company's	consolidated	balance	sheet.	As	of	September	30,	2008,	the Company	considers	its	shares	in	this	fund	to	represent	an	equity	investment	for	which	a	market	price	is	not	readily	determinable.	Therefore,	the investment	is

accounted	for	under	the	cost	method	of	accounting	and	classified	as	an	other	current	asset	on	the	Company's	consolidated	balance	sheet.	Upon reclassification	to	other	current	assets,	the	Company	recorded	the	investment	at	fair	value	with	the	resulting	loss	recorded	as	investment	income,	net. The	Company	estimated	fair	value	by	discounting	the	fund's	underlying	holdings	of	securities	based	upon	an	estimate	of	risk	inherent	in	those	underlying investments.	Using	this	method	the	Company	recorded	a	write-down	of	approximately	$30	million	in	its	fourth	fiscal	quarter	which	was	recorded	in investment	income,	net	on	the	consolidated	statements	of	operations.	This	write-down	reflects	a	per	share	price	of	$0.97	at	September	30,	2008.	On October	31,	2008,	the	Company	received	an	initial	distribution	of	$499	million	or,	52%,	of	the	fair	value	of	the	investment	at	September	30,	2008.	Based upon	the	fund's	underlying	holdings	of	securities,	it	is	expected	that	the	Company	will	receive	remaining	liquidation	proceeds	over	the	next	twelve months.	However,	it	is	not	possible	to	predict	the	amount	or	timing	of	these	distributions	with	certainty.

The	non-trade	receivable	balance	at	September	30,	2007,	includes	the	$185	million	receivable	from	the	five	co-defendant	banks	as	part	of	the American	Express	settlement	agreement	(see	Note	23—Legal	Matters).	The	balance	was	received	from	the	co-defendant	banks,	and	paid	to	American Express	in	March	of	2008.

The	Company	acquired	a	significant	portion	of	its	other	investments	portfolio	from	Visa	International	during	the	reorganization	on	October	1,	2007 (see	Note	3—The	Reorganization	and	Note	6—Investments).	These	investments	include	equity	interests	in	privately-held	companies	for	which	the	fair value	is	not	readily	determinable.	Given	the	absence	of	observable	indicators	of	fair	value,	the	Company	has	determined	that	the	fair	value	of	these investments	recorded	on	the	reorganization	date	remains	the	best	estimate	of	fair	value	at	September	30,	2008.

# Note	8—Property,	Equipment	and	Technology

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

|  | September	30,<br>2008 |  | September	30,<br>2007 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Land | $71 |  | $30 |
| Buildings\tand\tbuilding\timprovements | 369 |  | 89 |
| Furniture,\tequipment\tand\tleasehold\timprovements | 519 |  | 370 |
| Construction-in-progress | 266 |  | 45 |
| Technology | 531 |  | 249 |
| Total\tproperty,\tequipment\tand\ttechnology | 1,756 |  | 783 |
| Accumulated\tdepreciation\tand\tamortization | (676) |  | (470) |
| Property,\tequipment\tand\ttechnology,\tnet | $1,080 |  | $313 |

Furniture,	equipment	and	leasehold	improvements	include	certain	transportation	assets	acquired	during	the	12	months	ended	September	30,	2008, with	an	original	cost	of	$56	million.

Construction-in-progress	primarily	reflects	costs	related	to	the	ongoing	construction	of	the	Company's	east	coast	data	center,	which	is	expected	to commence	operations	in	fiscal	2009.

Technology	consists	of	both	purchased	and	internally	developed	software.	Internally	developed	software	represents	software	utilized	by	the VisaNet	electronic	payment	network.	At	September	30,	2008,	and	September	30,	2007,	accumulated	amortization	for	technology	was	$304	million	and $176	million,	respectively.

At	September	30,	2008,	estimated	future	amortization	expense	on	technology	was	as	follows:

Depreciation	and	amortization	expenses	related	to	property,	equipment	and	technology	was	$237	million	and	$126	million	for	the	twelve	months ended	September	30,	2008	and	2007,	respectively.	Included	in	those	amounts	are	amortization	expense	on	technology	of	$129	million	and	$51	million	for the	twelve	months	ended	September	30,	2008	and	2007,	respectively.

# Note	9—Intangible	Assets

Intangible	assets	consisted	of	the	following:

Visa	U.S.A	had	no	intangible	assets	at	September	30,	2007.

Intangible	assets,	all	of	which	have	an	indefinite	life,	and	were	acquired	from	Visa	International	and	Visa	Canada	in	the	reorganization	include customer	relationships,	tradename,	and	the	Visa	Europe	franchise	right.	Customer	relationships	represent	the	value	of	the	Company's	relationships	with its	customers	in	Canada	and	the	unincorporated	regions	of	Visa	International.	Tradename	represents	the	value	of	the	Visa	brand	utilized	in	Canada	and the	unincorporated	regions	of	Visa	International.	Visa	Europe	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.

There	was	no	depreciation	or	impairment	related	to	these	intangible	assets	for	the	12	months	ended	September	30,	2008,	as	these	have	been determined	to	be	indefinite-lived	intangible	assets.

# Note	10—Accrued	and	Other	Liabilities

Accrued	liabilities	is	comprised	of	the	following:

|  | September	30,<br>2008 |  | September	30,<br>2007 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Accrued\toperating\texpenses | $119 |  | $61 |
| Accrued\tmarketing\tand\tproduct\texpenses | 103 |  | 107 |
| Deferred\trevenue | 37 |  | 9 |
| Accrued\tincome\ttaxes—(See\tNote\t22—Income\tTaxes) | — |  | 147 |
| Other | 47 |  | 32 |
| Total | $306 |  | $356 |

Other	long-term	liabilities	is	comprised	of	the	following:

|  | September	30,<br>2008 |  | September	30,<br>2007 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Visa\tEurope\tput\toption—(See\tNote\t4—Visa\tEurope) | $346 |  | — |
| Accrued\tincome\ttaxes—(See\tNote\t22—Income\tTaxes) | 122 |  | — |
| Employee\tbenefits | 99 |  | 80 |
| Other | 46 |  | 45 |
| Total | $613 |  | $125 |

# Note	11—Debt

The	Company	had	outstanding	debt	as	follows:

|  | September	30	,<br>2008 |  | September	30,<br>2007 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| December\t2007 | $— |  | $7 |
| December\t2012 | 29 |  | 36 |
| 7.53%\tMedium-term\tnotes—interest\tpayments\tpayable\tsemi-annually,\tdue\tAugust\t2009 | 40 |  | — |
| 2014 | 18 |  | — |
|  | 21 |  | — |
| 2015 |  |  |  |
| Total\tprincipal\tamount\tof\tdebt | $108 |  | $43 |
| Unamortized\tdiscount,\tdebt\tissuance\tcosts\tand\tother\tcosts | (2) |  | (2) |
| Total\tdebt | $106 |  | $41 |
| Less:\tcurrent\tportion\tof\tlong-term\tdebt | (51) |  | (41) |
| Long-term\tdebt | $55 |  | $— |

The	estimated	fair	value	of	the	Company's	debt	at	September	30,	2008	and	September	30,	2007	is	$115	million	and	$42	million,	respectively.	The fair	value	of	the	debt	is	estimated	based	on	credit	ratings	for	similar	notes.

# 2002	Senior	Secured	Notes

In	December	2002,	Visa	U.S.A.	issued	$200	million	in	series	A	and	B	senior	secured	notes	with	maturity	dates	of	five	and	ten	years.	The	notes	are 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.	These	assets	are	included	in	property,	equipment,	and	technology,	net	and	have	a	net	carrying	value	of	$131	million	and	$132 million	at	September	30,	2008	and	September	30,	2007,	respectively.	The	series	A	senior	secured	notes	were	fully	paid	in	December	2007.

As	a	result	of	the	American	Express	settlement	described	in	Note	23—Legal	Matters,	Visa	U.S.A.	was	in	default	of	certain	financial	performance covenants	on	its	series	B	senior	secured	notes	and	the	debt	was	classified	as	a	current	liability	at	September	30,	2007.	In	May	2008,	Visa	U.S.A.	and Visa	Inc.	executed	an	Amended	and	Restated	Note	Purchase	Agreement	curing	the	default	in	connection	with	the	series	B	senior	secured	notes.	The remaining	obligation	under	the	notes	was	guaranteed	by	Visa	Inc.	and	previous	financial	covenants	were	eliminated.	The	notes	continue	to	bear	interest at	5.60%	per	annum.	The	interest	rate	will	be	adjusted	upward	if	the	long-term	senior	unsecured	debt	rating	of	Visa	Inc.	falls	below	certain	stipulated levels.

# Medium-term	Notes

Visa	International	established	a	medium-term	note	program	in	1992	to	offer	up	to	$250	million	of	unsecured	private	placement	notes.	The	notes may	be	issued	with	maturities	from	nine	months	to	thirty	years	at	fixed	or	floating	interest	rates.	In	September	2008,	Visa	Inc.	and	Visa	International executed	a	First	Amendment	to	Issuing	and	Paying	Agent	Agreement	("First	Amendment")	that	guarantees	the	remaining	obligations	under	the agreement	by	Visa	Inc.	The	interest	terms	remained	unchanged.

# Secured	Notes	Series	B	-1994	Lease	Agreement

In	September	1994,	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	in	California	which	are	used	by	the	Company	through	a	lease	financing	of	net-leased	office	space	("1994	Lease	Agreement"). Series	B	of	these	notes,	totaling	$26	million,	were	issued	with	an	interest	rate	of	8.28%	and	a	stated	maturity	of	September	23,	2014,	and	are	payable monthly	with	interest-only	payments	for	the	first	ten	years	and	payments	of	interest	and	principal	for	the	remainder	of	the	term.	Series	B	debt	issuance costs	of	$0.5	million	are	being	amortized	on	a	straight-line	basis	over	the	life	of	the	notes.

As	a	result	of	the	American	Express	settlement,	described	in	Note	23—Legal	Matters,	the	partnership	was	in	default	of	certain	performance covenants	under	the	terms	of	the	1994	Lease	Agreement,	and	the	related	debt	was	classified	as	a	current	liability	at	September	30,	2007.	In	May	2008, Visa	Inc.,	Visa	U.S.A.	and	Visa	International	executed	an	Amendment	and	Waiver	to	the	1994	Lease	Agreement	("Amended	1994	Lease	Agreement") curing	the	default.	The	remaining	obligations	under	the	Amended	1994	Lease	Agreement	are	guaranteed	by	Visa	Inc.,	and	continue	to	bear	interest	at 8.28%	per	annum.	The	interest	rate	will	be	adjusted	upward	if	the	long-term	senior	unsecured	debt	rating	of	Visa	Inc.	falls	below	certain	stipulated	levels.

In	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	in	California	which	are	used	by	the	Company	through	a	lease	financing	of	net-leased	office	space	("1995	Lease	Agreement"). Series	B	of	these	notes,	totaling	$27	million,	were	issued	with	an	interest	rate	of	7.83%	and	a	stated	maturity	of	September	15,	2015,	and	are	payable monthly	with	interest-only	payments	for	the	first	ten	years	and	payments	of	interest	and	principal	for	the	remainder	of	the	term.	Series	B	debt	issuance costs	of	$0.3	million	and	a	$0.8	million	loss	on	termination	of	a	forward	contract	are	being	amortized	on	a	straight-line	basis	over	the	life	of	the	notes.

The	settlement	entered	into	in	connection	with	Visa	Check/	Master	Money	Antitrust	litigation	had	triggered	an	event	of	default	under	the	1995 Lease	Agreement.	Accordingly,	the	related	debt	was	classified	as	a	current	liability	at	September	30,	2007.	In	May	2008,	Visa	Inc.,	Visa	U.S.A.	and	Visa International	executed	an	Amendment	and	Waiver	to	the	1995	Lease	Agreement	("Amended	1995	Lease	Agreement"),	curing	the	default	and	including	a guarantee	of	remaining	obligations	under	the	agreement	by	Visa	Inc.	The	interest	terms	remained	unchanged.

# Future	Principal	Payments

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

| Fiscal | (	in	millions) |
| :--- | :--- |
| 2009 | 52 |
| 2010 | 12 |
| 2011 | 12 |
| 2012 | 13 |
| 2013 | 8 |
| Thereafter | 11 |
| Total | $108 |

# 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.	At	September	30,	2008,	the	Company	had	no	outstanding	obligations under	this	program.

# Revolving	Credit	Facilities

On	February	15,	2008,	Visa	Inc.	entered	into	a	$3.0	billion	five-year	revolving	credit	facility	(the	"February	2008	agreement")	which	replaced	Visa International's	$2.25	billion	credit	facility.	The	February	2008	agreement	matures	on	February	15,	2013	and	contains	covenants	and	events	of	defaults customary	for	facilities	of	this	type.	At	September	30,	2008,	the	Company	is	in	compliance	with	all	covenants	with	respect	to	the	revolving	credit	facility.

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	customers	or	affiliates	of	its	customers.	This	revolving	credit	facility	is	maintained	to	provide	liquidity	in	the	event	of settlement	failures	by	its	customers,	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%	or	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	are	no	borrowings	under	the	revolving	credit	facility	at	September	30,	2008.

# 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.	Prior	to	the	reorganization,	these	plans	were	sponsored	collectively	by Visa	U.S.A.	and	Visa	International	as	one	multiple	employer	plan.	These	plans	are	now	sponsored	by	Visa,	Inc.	as	a	single	employer	plan.

# Defined	Benefit	Pension	Plan

The	defined	benefit	pension	plan	benefits	are	based	on	years	of	service,	age	and	the	employee's	highest	average	of	any	three	consecutive	years during	the	final	five	years	of	earnings;	and	for	employees	hired	after	September	30,	2002,	the	employee's	final	five	years	of	earnings.	Pension	plan expense	is	accrued	as	actuarially	determined	under	the	Projected	Unit	Credit	Method.	The	funding	policy	is	to	contribute	annually	no	less	than	the minimum	required	contribution	under	ERISA.	The	pension	plan	assets	are	invested	in	pooled	and	mutual	funds.

# Pension	Plan	Amendments

In	August	2007,	the	Company	approved	changes	to	the	pension	plan	and	began	transitioning	from	a	traditional	final	average	pay	formula	to	a	cash balance	benefits	formula	for	determining	pension	benefits,	effective	January	1,	2008.	The	cash	balance	formula	will	provide	contributions	at	a	rate	of	6% of	eligible	compensation.	The	plan	amendment	reduced	the	total	pension	plan	benefit	obligation	at	September	30,	2007	by	$124	million.

Effective	October	1,	2008,	the	pension	plans	were	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	plans	provided	a	50%	death	benefit	only	to	a	participant's	spouse.	This	change	resulted	in	an	increase in	the	pension	plan	benefit	obligation	at	September	30,	2008	of	approximately	$4	million.

# Postretirement	Benefits	Plan

The	postretirement	benefit	plan	provides	medical	benefits	for	retirees	and	dependents	who	meet	minimum	age	and	service	requirements.	Benefits are	provided	from	retirement	date	until	age	sixty-five.	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.

# Postretirement	Plan	Amendment	and	Curtailment

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.	This	change	caused	a	reduction	in	APBO	of	approximately	$26	million.	In	connection	with	this	amendment	and	curtailment of	benefits,	the	Company	recorded	a	curtailment	gain	of	$2	million	in	its	fiscal	2008	consolidated	statements	of	operations.

# Effect	of	the	Reorganization

As	a	result	of	the	reorganization,	described	in	 Note	3-The	Reorganization,	purchase	accounting	entries	were	made	eliminating	amounts	previously held	by	Visa	International	and	Inovant	in	accumulated	other	comprehensive	income	as	follows:

|  | Pension<br>Benefits |  | Postretirement<br>Benefits |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Actuarial\t(gain)/loss | $43 |  | $6 |
| Prior\tservice\t(credit)/cost | (43) |  | (4) |
| Total | $— |  | $2 |

# Adoption	of	New	Accounting	Standard

At	September	30,	2007,	the	Company	adopted	the	provisions	of	Statement	of	Financial	Accounting	Standard	No.	158	(SFAS	158), Employers' Accounting	for	Defined	Benefit	Pension	and	Other	Postretirement	Plans	(an	amendment	of	FASB	Statements	No.	87,	88,	106	and	132(R)),	which requires	companies	to	recognize	an	asset	or	liability	for	the	overfunded	or	underfunded	status	of	their	defined	benefit	pension	and	other	postretirement benefit	plans	on	their	balance	sheet.	Under	SFAS	158,	gains	and	losses,	prior	service	costs	and	credits	and	any	remaining	transition	amounts	under SFAS	87	and	SFAS	106	that	have	not	yet	been	recognized	through	net	periodic	benefit	cost	are	recognized	in	accumulated	other	comprehensive income,	net	of	tax	effects,	until	they	are	amortized	as	a	component	of	net	periodic	benefit	cost.	In	addition,	SFAS	158	requires	that	the	measurement date,	the	date	at	which	benefit	obligations	and	plan	assets	are	measured,	be	the	company's	fiscal	year	end.

The	Company	adopted	the	measurement	date	provisions	of	SFAS	158	at	October	1,	2006,	using	the	15-month	approach.	Under	this	approach, Visa	U.S.A.	recorded	an	additional	3	months	of	net	periodic	benefit	cost	covering	the	period	between	the	previous	measurement	date	of	June	30,	2006 and	September	30,	2006.	The	benefit	expense	of	$9	million,	net	of	tax,	was	recorded	as	a	reduction	to	beginning	accumulated	net	loss	at	October	1, 2006.

# Obligations	and	Funded	Status

The	following	tables	provide	an	aggregate	reconciliation	of	the	benefit	obligations,	plan	assets,	funded	status	and	amounts	recognized	in	Visa	Inc.'s consolidated	financial	statements	in	fiscal	2008,	and	Visa	U.S.A.'s	and	Visa	International's	collective	financial	statements	in	fiscal	2007,	related	to	the qualified	retirement	plan	and	the	non-qualified	retirement	plan	(which	primarily	covers	key	executives),	as	well	as	those	of	the	postretirement	plan.

|  | Pension	Benefits | Pension	Benefits | Other<br>Postretirement	Benefits | Other<br>Postretirement	Benefits |
| :--- | :--- | :--- | :--- | :--- |
|  | \t\t\t\t2008 | \t\t\t\t2007 | \t\t\t\t2008 | \t\t\t\t2007 |
|  |  |  | (in\tmillions) |  |
| Change\tin\tProjected\tBenefit\tObligation/Accumulated\tPostretirement\tBenefit |  |  |  |  |
| Obligation: |  |  |  |  |
| Benefit\tobligation-beginning\tof\tyear | $634 | $660 | $77 | $74 |
| Service\tcost | 50 | 62 | 5 | 5 |
| Interest\tcost | 40 | 43 | 5 | 5 |
| Plan\tamendments | 4 | (124) | (26) | — |
| Actuarial\t(gain)/loss | 16 | 29 | (7) | (5) |
| Settlements | 21 | — | — | — |
| Benefit\tpayments | (98) | (48) | (4) | (4) |
| Effect\tof\tchange\tin\tmeasurement\tdate | — | 12 | — | 2 |
| Benefit\tobligation-end\tof\tyear | $667 | $634 | $50 | $77 |
| Accumulated\tbenefit\tobligation | $634 | $572 | NA | NA |
| Change\tin\tPlan\tAssets: |  |  |  |  |
| Fair\tvalue\tof\tplan\tassets-beginning\tof\tyear | $604 | $515 | $— | $— |
| Actual\treturn\ton\tplan\tassets | (68) | 71 | — | — |
| Company\tcontribution | 186 | 61 | 4 | 4 |
| Benefit\tpayments | (98) | (48) | (4) | (4) |
| Effect\tof\tearly\tmeasurement\tdate\telimination | — | 5 | — | — |
| Fair\tvalue\tof\tplan\tassets-end\tof\tyear | $624 | $604 | $— | $— |
| Funded\tstatus\tat\tend\tof\tyear | $(43) | $(30) | $(50) | $(77) |

Amounts	recognized	on	the	Visa	Inc.	and	Visa	U.S.A.	consolidated	balance	sheets	consist	of:

|  | Pension	Benefits | Pension	Benefits | Other<br>Postretirement	Benefits | Other<br>Postretirement	Benefits |
| :--- | :--- | :--- | :--- | :--- |
|  | September\t30, | September\t30, | September\t30, | September\t30, |
|  | \t\t\t\t2008 | \t\t\t\t2007 | \t\t\t\t2008 | \t\t\t\t2007 |
|  |  |  | (in\tmillions) |  |
| Current\tasset | $— | $— | $— | $— |
| Noncurrent\tasset | — | — | — | — |
| Current\tliability | (3) | (1) | (5) | (3) |
| Noncurrent\tliability | (40) | (22) | (45) | (59) |
|  | $(43) | $(23) | $(50) | $(62) |

Amounts	recognized	in	accumulated	other	comprehensive	income,	before	tax,	consist	of:

|  | Pension	Benefits | Pension	Benefits | Other<br>Postretirement	Benefits | Other<br>Postretirement	Benefits |
| :--- | :--- | :--- | :--- | :--- |
|  | September\t30, | September\t30, | September\t30, | September\t30, |
|  | \t\t\t\t2008 | \t\t\t\t2007 | 2008 | 2007 |
|  |  |  | (in\tmillions) |  |
| Net\tactuarial\tloss/(gain) | $186 | $115 | $3 | $17 |
| Prior\tservice\tcost/(credit) | (56) | (116) | (26) | (10) |
| Total | $130 | $(1) | $(23) | $7 |

The	estimated	amounts	that	will	be	amortized	from	accumulated	other	comprehensive	income	into	net	periodic	benefit	cost	in	fiscal	2009	are	as	follows:

|  | Pension	Benefits |  | Other<br>Postretirement	Benefits |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Actuarial\t(gain)/loss | $13 |  | $— |
| Prior\tservice\t(credit)/cost | (8) |  | (3) |
| Total | $5 |  | $(3) |

The	benefit	obligation	and	fair	value	of	plan	assets	for	pension	and	postretirement	plans	with	obligations	in	excess	of	plan	assets	at	September	30,	2008 and	2007	are	as	follows:

|  | Pension	Benefits | Pension	Benefits | Other<br>Postretirement	Benefits | Other<br>Postretirement	Benefits |
| :--- | :--- | :--- | :--- | :--- |
|  | September\t30, | September\t30, | September\t30, | September\t30, |
|  | \t\t\t\t2008 | \t\t\t\t2007 | \t\t\t\t2008 | \t\t\t\t2007 |
|  |  |  | (in\tmillions) |  |
| Accumulated\tbenefit\tobligation\tin\texcess\tof\tplan\tassets |  |  |  |  |
| Accumulated\tbenefit\tobligation,\tend\tof\tyear | $18 | $9 | NA | NA |
| Fair\tvalue\tof\tplan\tassets,\tend\tof\tyear | — | — | — | — |
| Projected\tbenefit\tobligation/accumulated\tpostretirement\tbenefit\tobligation\tin |  |  |  |  |
| excess\tof\tplan\tassets |  |  |  |  |
| Benefit\tobligation,\tend\tof\tyear | $667 | $634 | $50 | $77 |
| Fair\tvalue\tof\tplan\tassets,\tend\tof\tyear | 624 | 604 | — | — |

# Components	of	Net	Periodic	Benefit	Cost

Net	periodic	pension	and	other	postretirement	plan	cost	included	the	following	components:

|  | 2008 | 2007 | 2006 | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (in\tmillions) | (in\tmillions) |  |  |
| Service\tcost | $50 | $61 | $74 | $5 | $6 | $7 |
| Interest\tcost | 40 | 43 | 41 | 5 | 5 | 4 |
| Expected\treturn\ton\tassets | (42) | (36) | (36) | \t — | — | — |
| Amortization\tof: |  |  |  |  |  |  |
| Prior\tservice\t(credit)/cost | (13) | \t — | 1 | (5) | (5) | (5) |
| Actuarial\tloss | 7 | 8 | 17 | 2 | 2 | 2 |
| Net\tperiodic\tpension\tcost | $42 | $76 | $97 | $7 | $8 | $8 |
| Curtailment\t(gain)/loss | \t — | \t — | \t — | (2) | — | — |
| Settlement\t(gain)/loss | 27 | \t — | 3 | \t — | — | — |
| Total\tnet\tbenefit\tcost | $69 | $76 | $100 | $5 | $8 | $8 |
| Visa\tU.S.A.\tshare\tof\tnet\tperiodic\tbenefit\tcost |  | $60 | $75 |  | $6 | $6 |

Other	changes	in	plan	assets	and	benefit	obligations	recognized	in	other	comprehensive	income	for	fiscal	2008	are	detailed	below.	There	was	no	amount recognized	prior	to	the	adoption	of	SFAS	158	at	September	30,	2007.

|  | Pension	Benefits |  | Other<br>Postretirement	Benefits |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Current\tyear\tactuarial\t(gain)/loss | $148 |  | $(7) |
| Amortization\tof\tactuarial\tgain/(loss) | (34) |  | (2) |
| Current\tyear\tprior\tservice\t(credit)/cost | 4 |  | (26) |
| Amortization\tof\tprior\tservice\tcredit/(cost) | 13 |  | 7 |
| Total\trecognized\tin\tother\tcomprehensive\tincome | $131 |  | $(28) |
| Total\trecognized\tin\tnet\tbenefit\tcost\tand\tother\tcomprehensive\tincome | $200 |  | $(23) |

# Actuarial	Assumptions

Assumptions	used	in	the	accounting	for	the	pension	and	other	postretirement	benefit	plans	on	a	weighted-average	basis	were	as	follows:

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
| Discount\trate\tfor\tbenefit\tobligation |  |  |  |
| Pension | 6.75% | 6.00% | 6.23% |
| Postretirement | 6.24% | 5.99% | 6.16% |
| Net\tperiodic\tbenefit\tcost |  |  |  |
| Pension | 6.00% | 6.23% | 5.30% |
| Postretirement | 5.99% | 6.16% | 5.00% |
| Expected\tlong-term\trate\tof\treturn\ton\tplan\tassets | 7.50% | 7.50% | 7.50% |
| Rate\tof\tincrease\tin\tcompensation\tlevels\tfor: |  |  |  |
| Benefit\tobligation | 5.50% | 5.50% | 5.50% |
| Net\tperiodic\tbenefit\tcost | 5.50% | 5.50% | 5.50% |

Two	of	the	principal	components	of	the	net	periodic	pension	calculation	are	the	discount	rate	on	future	liabilities	and	the	expected	long-term	rate	of return	on	plan	assets.

The	Company	uses	a	"bond	duration	matching"	methodology	to	calculate	the	discount	rate.	Under	this	approach,	the	discount	rate	is	determined by	projecting	the	plans'	expected	future	benefit	payments,	as	defined	for	the	projected	benefit	obligations,	and	by	discounting	those	expected	payments using	an	average	of	yield	curves	constructed	based	on	a	large	population	of	high-quality	corporate	bonds.	The	resulting	discount	rate	reflects	the matching	of	plan	liability	cash	flows	to	the	yield	curves.

The	expected	long-term	rate	of	return	on	plan	assets	is	primarily	based	on	the	long-term	historical	risk	and	returns	associated	with	each	asset	class within	the	portfolio.	The	expected	return	is	weighted	based	on	the	targeted	allocation	and	results	in	a	return	rate	of	7.5%.	The	use	of	an	expected	long- term	rate	of	return	on	plan	assets	may	result	in	pension	income	returns	that	are	greater	or	less	than	the	actual	returns	on	plan	assets	in	any	given	year.

The	expected	long-term	rate	of	return	is	intended	to	approximate	the	actual	long-term	rate	of	return	over	time.	The	Company	generally	holds	the expected	long-term	rate	of	return	constant	so	the	pattern	of	income	and	expense	recognition	more	closely	matches	the	more	stable	pattern	of	services provided	by	employees	over	the	life	of	the	Company's	pension	obligation.	To	determine	whether	the	expected	rate	of	return	is	reasonable,	the	Company considers	such	factors	as:

•The	actual	return	earned	on	plan	assets,

•	 Historical	rates	of	return	on	the	various	asset	classes	in	the	plan	portfolio,

•	 Projections	of	returns	on	various	asset	classes,	and

•	 Current	and	prospective	capital	market	conditions	and	economic	forecasts.

Any	difference	between	actual	and	expected	plan	experience,	including	asset	return	experience	in	excess	of	the	larger	of	10%	of	assets	or liabilities,	is	recognized	in	the	net	periodic	pension	calculation	over	the	expected	average	future	working	lifetime	of	the	current	employees,	which	is currently	nine	years.

The	assumed	annual	rate	of	future	increases	in	per	capita	cost	of	health	benefits	for	the	other	postretirement	benefits	plan	was	9%	in	fiscal	2008. 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	the	healthcare	cost	trend	by	1%	would	increase	the	postretirement	accumulated	plan	benefit	obligation	by	$0.5	million	and	service	and	interest cost	by	$0.3	million.	Decreasing	the	healthcare	cost	trend	by	1%	would	decrease	the	postretirement	accumulated	plan	benefit	obligation	by	$0.5	million and	the	service	and	interest	cost	by	$0.2	million.

# Pension	Plan	Assets

The	pension	plan's	weighted-average	asset	allocations	at	September	30,	2008	and	2007	by	asset	category	were	as	follows:

|  |  | Target	Allocation |  | Actual |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | Target | Range |  | Allocation | Allocation |
| Asset\tClass | Allocation | Minimum | Maximum | 2008 | 2007 |
| Equity\tSecurities | 65% | 50% | 80% | 58% | 66% |
| Fixed\tIncome\tSecurities | 30% | 25% | 35% | 24% | 29% |
| Other | 5% | 0% | 7% | 18% | 5% |
| Total | 100% |  |  | 100% | 100% |

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	minimize	the	risk	of	loss.	The	other	category	includes	cash	that	is	available	to	meet expected	benefit	payments	and	expenses.	Pension	plan	assets	in	the	other	category	increased	on	September	30,	2008	due	to	an	additional	contribution made	on	the	last	day	of	the	plan	year.	The	contribution	was	made	to	ensure	ERISA	contribution	requirements	were	met	in	light	of	the	market	turmoil experienced	in	September	2008.	The	amount	was	reinvested	subsequent	to	September	30,	2008	in	line	with	target	asset	allocations.

# Cash	Flows

The	following	table	presents	the	actual	contributions	made	by	the	Company	from	its	employer	assets	for	fiscal	2008	and	2007:

|  | Pension<br>Benefits | Postretirement<br>Benefits |
| :--- | :--- | :--- |
| Actual\temployer\tcontributions |  | (in\tmillions) |
| Fiscal\t2008 | $186 | $4 |
| Fiscal\t2007(1) | $48 | $3 |

(1) Amount	represents	contributions	by	Visa	U.S.A.	only.	Total	contributions	of	$61	million	and	$4	million	were	made	to	the	pension	and	other postretirement	benefits	plans,	respectively,	in	fiscal	2007.

Information	about	the	expected	cash	flows	for	the	pension	and	other	postretirement	benefit	plans	is	set	forth	in	the	table	below.	The	Company expects	to	contribute	a	minimum	of	$63	million	to	the	plan	during	fiscal	2009.

|  | Pension<br>Benefits | Other<br>Postretirement<br>Benefits<br>(in	millions) |
| :--- | :--- | :--- |
| Expected\temployer\tcontributions |  |  |
| 2009 | $63 | $5 |
| Expected\tbenefit\tpayments |  |  |
| 2009 | $87 | $5 |
| 2010 | 94 | 6 |
| 2011 | 98 | 6 |
| 2012 | 93 | 6 |
| 2013 | 88 | 6 |
| 2014-2018 | 382 | 28 |

# United	Kingdom	("UK")	Plans

The	Company	also	participates	in	various	qualified	and	non-qualified	defined	benefit	plans	that	provide	retirement	and	death	benefits	for	the Company's	employees	residing	in	the	United	Kingdom.	At	September	30,	2008,	the	projected	benefit	obligation	related	to	these	plans	was	$55	million, and	they	were	in	a	funded	status	of	$2	million.

# Other	Benefits

The	Company	participates	in	a	defined	contribution	plan,	which	covers	substantially	all	of	its	employees	and	Visa	International	employees	residing in	the	United	States.	Personnel	costs	included	$33	million,	$26	million	and	$24	million	in	fiscal	2008,	2007	and	2006,	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.

The	Company	has	employee	incentive	plans	under	which	cash	awards	may	be	made	annually	based	on	performance	results.	Personnel	costs included	$204	million,	$146	million	and	$106	million	in	fiscal	2008,	2007	and	2006,	respectively,	for	expenses	attributable	to	these	incentive	plans.

In	addition	to	the	above	plans,	the	Company	adopted	the	2007	Equity	Incentive	Compensation	Plan,	which	is	described	further	at Note	18—Share- based	Compensation.

# Note	13—Settlement	Guarantee	Management

Each	customer	is	responsible	for	its	settlement	obligations.	However,	under	Visa	U.S.A's	and	Visa	International's	corporate	bylaws,	the	Company indemnifies	customers	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	using	the	average daily	volumes	during	the	quarter	multiplied	by	the	estimated	number	of	days	to	settle	plus	a	safety	margin	of	two	days,	four	months	of	chargebacks,	and the	total	balance	for	outstanding	travelers	cheques.	The	Company's	estimated	maximum	settlement	exposure	amounted	to	approximately	$34.8	billion	at September	30,	2008.	Of	this	amount,	$3.0	billion	is	covered	by	collateral	held	by	the	Company	as	listed	below.

The	Company	has	established	global	credit	settlement	risk	policies	and	procedures,	including	a	formalized	set	of	credit	standards,	to	manage	the settlement	risk	under	this	indemnification.	If	a	customer	fails	to	meet	any	of	the	credit	standards,	it	is	subject	to	risk	control	measures	such	as	collateral.

# Customer	Collateral

To	reduce	potential	losses	related	to	settlement	risk,	the	Company	requires	certain	customers	that	do	not	meet	its	credit	standards	to	post collateral	in	order	to	ensure	their	performance	of	settlement	obligations	arising	from	product	clearings.	The	Company	holds	collateral	in	the	form	of	cash equivalents,	pledged	securities,	guarantees	and	letters	of	credit.	The	cash	equivalents	are	reflected	in	customer	collateral	on	the	consolidated	balance sheets	as	they	are	held	in	escrow	in	the	Company's	name.	Pledged	securities	are	held	by	third	parties	in	trust	for	the	Company	and	the	customers,	and have	been	excluded	from	the	consolidated	balance	sheet.	Guarantees	and	letters	of	credit	are	also	excluded	from	the	consolidated	balance	sheet.	At September	30,	2008	and	September	30,	2007,	the	Company	maintained	collateral	as	follows:

|  | September	30,<br>2008 | September	30,<br>2007 |
| :--- | :--- | :--- |
| Cash\tequivalents | $679 | $68 |
| Pledged\tsecurities\tat\tmarket\tvalue | 150 | 101 |
| Letters\tof\tcredit | 720 | — |
| Guarantees(1) | 1,938 | 1,349 |
| Total | $3,487 | $1,518 |

(1) Guarantees	are	provided	primarily	by	financial	institutions	to	secure	the	obligations	of	their	subsidiaries.

# Settlement	Risk	Guarantee

The	fair	value	of	the	settlement	risk	guarantee	is	estimated	using	a	proprietary	model.	Key	inputs	to	the	model	include	statistically	derived	loss factors	based	on	historical	experience,	estimated	settlement	exposures	at	period	end	and	a	standardized	grading	process	for	customers	(utilizing,	where available,	third-party	estimates	of	the	probability	of	customer	failure).	The	model	is	updated	on	a	periodic	basis	to	capture	recent	characteristics	of	the customer	base,	historical	loss	experience,	and	changes	in	Visa's	global	risk	policies	and	procedures.	The	resulting	probability-weighted	value	of	the guarantee,	after	consideration	of	collateral	held,	was	$0.9	million	and	$0.4	million	at	September	30,	2008	and	September	30,	2007,	respectively.	These amounts	are	reflected	in	accrued	liabilities	on	the	respective	consolidated	balance	sheets.

# Note	14—Derivative	Financial	Instruments

The	functional	currency	for	the	Company	is	the	U.S.	dollar	("USD")	for	each	of	its	foreign	operations	except	Canada,	which	uses	the	Canadian dollar	as	its	functional	currency.	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	and	option	derivative contracts	to	manage	the	variability	in	expected	future	cash	flows	attributable	to	changes	in	foreign	exchange	rates.	At	September	30,	2008,	all	derivative instruments	outstanding	have	maturities	of	less	than	4	months.	Visa	U.S.A.	did	not	have	material	transactions	in	foreign	currencies	or	any	material derivative	instruments	outstanding	at	September	30,	2007.	The	Company	does	not	use	foreign	currency	option	or	foreign	exchange	forward	contracts	for speculative	or	trading	purposes.	All	derivatives	are	recorded	on	the	consolidated	balance	sheet	at	fair	value	in	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.

# Cash	Flow	Hedges

The	Company	enters	into	forward	and	option	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.

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 also	formally	assesses	(at	the	hedge's	inception	and	on	an	ongoing	basis)	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	effective	portion	of	changes	in	the	fair	value	of	derivatives	designated	as	cash	flow	hedges	are	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	other comprehensive	income,	related	to	that	hedge,	is	reclassified	to	operating	revenue	or	expense.	The	balance	accumulated	in	other	comprehensive	income was	not	significant	at	September	30,	2008

and	the	Company	expects	to	reclassify	the	entire	amount	to	the	consolidated	statement	of	operations	during	fiscal	2009	due	to	the	recognition	in	earnings of	the	hedged	forecasted	transactions.

The	Company	excludes	time	value	for	effectiveness	testing	and	measurement	purposes.	The	excluded	time	value	is	reported	immediately	in earnings.	For	fiscal	2008,	the	amount	recorded	in	earnings	related	to	excluded	time	value	was	$2	million	and	there	were	no	foreign	currency	contracts outstanding	under	cash	flow	hedges	as	of	September	30,	2008.	Visa	U.S.A.	did	not	have	any	material	derivative	instruments	in	fiscal	2007.

The	Company	assesses	effectiveness	prospectively	using	regression	analysis	and	retrospectively	using	a	dollar	ratio	test.	The	effectiveness	tests are	performed	on	the	foreign	exchange	forward	and	option	contracts	based	on	changes	in	the	spot	rate	of	the	derivative	instrument	compared	to	changes in	the	spot	rate	of	the	forecasted	hedged	transaction.	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	other	income	(expense)	on	the consolidated	statement	of	operations	at	that	time.

# Balance	Sheet	Hedges

The	Company	also	uses	forward	foreign	exchange	contracts	to	economically	hedge	certain	non-functional	currency	liabilities	to	reduce	the	risk	that results	of	operations	and	cash	flows	will	be	adversely	affected	by	changes	in	foreign	currency	exchange	rates.	These	forward	contracts	are	not designated	for	hedge	accounting.	Accordingly,	all	changes	in	fair	value	of	these	derivatives	are	recognized	in	the	consolidated	statement	of	operations. At	September	30,	2008,	the	USD	notional	amount	of	the	Company's	foreign	currency	forward	contracts	under	balance	sheet	hedges	is	$4	million	with less	than	$1	million	unrealized	losses.	Prior	to	the	reorganization,	Visa	U.S.A.	did	not	engage	in	balance	sheet	hedges	and	there	were	no	comparable balances	presented	at	September	30,	2007.

The	Company's	derivative	financial	instruments	are	subject	to	both	credit	and	market	risk.	Credit	risk	is	the	risk	of	loss	due	to	failure	of	the counterparty	to	perform	its	obligations	in	accordance	with	contractual	terms.	Market	risk	is	the	potential	change	in	an	investment's	value	caused	by fluctuations	in	interest	and	currency	exchange	rates,	credit	spreads	or	other	variables.	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	material. Notwithstanding	the	Company's	efforts	to	manage	foreign	exchange	risk,	there	can	be	no	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,	2008.

# Note	15—Enterprise-wide	Disclosures	and	Concentrations	of	Credit	Risk

Revenue	by	geographic	market	is	primarily	based	on	the	location	of	the	issuing	bank.	Certain	revenues,	primarily	international	service	fees,	are shared	by	geographic	locations	based	upon	the	location	of	the	merchant	involved	in	the	transaction.	Visa	does	not	maintain	or	measure	revenues	by individual	country,	other	than	the	U.S.	Revenue	generated	in	the	U.S.	which	was	approximately	59%,	92%	and	90%	of	total	operating	revenues	in	fiscal 2008,	2007,	and	2006,	respectively.

A	significant	portion	of	the	Company's	operating	revenues	are	concentrated	among	its	largest	customers.	The	Company's	five	largest	customers represented	approximately	$1.6	billion,	or	26%,	of	its	operating	revenues	during	fiscal	2008.	The	Company's	customers	can	reassess	their	commitments to	it	at	any	time	in	the	future	and/or	develop	their	own	competitive	services.	Loss	of	business	from	any	of	the	Company's	largest	customers	could	have	a material	adverse	effect	on	its	business.	Revenues	from	the	Company's	top	five	customers	were	approximately	26%,	33%	and	32%	of	total	operating revenues	in	fiscal	2008,	2007	and	2006,	respectively.

The	Company's	long-lived	assets	excluding	investments,	volume	and	support	incentives,	restricted	cash,	deferred	tax	assets,	other	assets, intangibles	and	goodwill	are	classified	by	major	geographic	area	as	follows	at	September	30,	2008	and	September	30,	2007:

|  | September	30,<br>2008 |  | September	30,<br>2007 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| U.S. | $1,014 |  | $313 |
| Non-U.S. | 66 |  | — |
| Total | $1,080 |  | $313 |

The	Company	extends	credit	to	its	affiliated	and	non-affiliated	customers	as	part	of	its	normal	settlement	activities.	Collection	of	trade	receivables may	be	affected	by	changes	in	economic	or	other	industry	conditions	and	may,	accordingly,	impact	the	Company's	overall	credit	risk.	The	Company performs	ongoing	credit	evaluations	of	its	customers	and	has	not	historically	had	any	collectability	issues	regarding	trade	receivables.

The	Company	also	has	significant	concentration	risk	related	to	its	guarantees	on	potential	uncollateralized	customer	settlement	losses.	See Note 13—Settlement	Guarantee	Management	for	additional	discussion.

Cash	and	cash	equivalents	and	available-for-sale	investments	include	short-term	investments	in	debt	and	equity	securities.	The	Company	has policies	and	procedures	that	limit	the	amount	of	credit	exposure	to	any	one	financial	institution	or	type	of	investment	instrument.

# Note	16—Stockholders'	Equity	and	Redeemable	Shares

Pursuant	to	the	amended	and	restated	certificate	of	incorporation,	the	Company	has	the	following	shares	of	preferred	and	common	stock authorized,	issued	and	outstanding	at	September	30,	2008	(in	whole	numbers):

|  | Par	Value | Authorized	Preferred<br>and	Common	Shares | Outstanding<br>Shares |
| :--- | :--- | :--- | :--- |
| Preferred\tstock | $0.0001 | 25,000,000 | — |
| Common\tstock |  |  |  |
| Class\tA | $0.0001 | 2,001,622,245,209 | 447,746,261 |
| Class\tB(1) | $0.0001 | 622,245,209 | 245,513,385 |
| Class\tC\t(series\tI)(2) | $0.0001 | 813,582,801 | 124,097,105 |
| Class\tC\t(series\tII) | $0.0001 | 218,582,801 | 79,748,857 |
| Class\tC\t(series\tIII) | $0.0001 | 64,000,000 | 62,213,201 |
| Class\tC\t(series\tIV) | $0.0001 | 1,000,000 | 549,587 |
|  |  | 2,003,366,656,020 | 959,868,396 |

(1) The	amount	of	class	B	common	stock	is	net	of	123,525,418	shares	held	by	wholly-owned	subsidiaries	of	the	Company.

(2) Class	C	(series	I)	issued	and	outstanding	shares	are	net	of	525,443	shares	issued	which	were	returned	to	the	Company	in	a	special	IPO	dividend from	a	cost	method	investee.	These	shares	are	included	in	treasury	stock	on	the	Company's	consolidated	balance	sheets	at	September	30,	2008. See	further	discussion	below.

No	shares	were	outstanding	at	September	30,	2007,	as	Visa	U.S.A.	was	a	non-stock	corporation	at	September	30,	2007.

The	preferred	stock	may	be	issued	as	redeemable	or	non-redeemable,	and	it	has	preference	over	any	class	or	series	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	shares	of	common	stock	participate ratably	on	an	as-converted	basis,	as	discussed	below,	in	dividends	or	distributions	paid	by	the	Company	on	the	common	stock,	regardless	of	class	or series.

# Conversion

# True-Up

In	accordance	with	the	terms	of	the	restructuring	agreement,	dated	as	of	June	15,	2007	and	amended	as	of	August	24,	2007,	on	March	17,	2008	all of	the	Company's	regional	classes	and	series	of	common	stock	issued	in	the	reorganization	in	October	2007	were	converted	into	either	class	B	or	class C	common	stock.	In	connection	with	this	conversion,	ownership	was	reallocated	in	order	to	reflect	the	relative	contribution	of	the	participating	regions	to the	Company's	financial	performance	for	the	four	quarters	ended	December	31,	2007.	The	conversion	rates	applied	were	based	on	the	relative	under-	or over-achievement	(beyond	certain	percentage	limits)	of	each	participating	region's	net	revenue	targets	for	that	period.	The	shares	held	by	Visa	Europe were	not	subject	to	the	true-up,	but

were	converted	on	a	one-to-one	basis	from	class	EU	(series	I,	II,	III)	common	stock	to	class	C	(series	III,	II,	and	IV)	common	stock	concurrent	with	the true-up.

The	results	of	the	true-up	are	reflected	in	the	table	below.	Fractional	shares	resulting	from	the	conversion	of	the	shares	of	each	individual stockholder	have	been	rounded	down.	These	fractional	shares	were	paid	in	cash	to	stockholders	as	part	of	the	initial	redemption	of	class	B	common stock	and	class	C	common	stock	shortly	following	the	IPO.

(1) The	amount	of	the	class	USA	common	stock	outstanding	prior	to	the	true-up	is	net	of	131,592,008	shares	held	by	wholly-owned	subsidiaries	of	the Company.

(2) The	amount	of	the	class	B	common	stock	outstanding	subsequent	to	the	true-up	is	net	of	123,525,418	shares	held	by	wholly-owned	subsidiaries	of the	Company.

Also,	the	Company	issued	51,844,393	additional	shares	of	class	C	(series	II)	common	stock	at	a	price	of	$44	per	share	in	exchange	for	a subscription	receivable	from	Visa	Europe.	This	issuance	and	subscription	receivable	were	recorded	as	offsetting	entries	in	temporary	equity	on	the Company's	consolidated	balance	sheet	at	September	30,	2008.

In	March	2008,	the	Company	completed	its	IPO	with	the	issuance	of	446,600,000	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).	The	Company	received net	proceeds	of	$19.1	billion	as	a	result	of	the	IPO.

The	following	table	sets	forth	the	use	of	net	proceeds	of	$19.1	billion	received	in	connection	with	the	Company's	IPO	in	March	2008:

|  | (in	billions) |
| :--- | :--- |
| Net\tIPO\tproceeds | $19.1 |
| March\t2008\tredemptions\tof\tclass\tB\tand\tclass\tC\t(series\tI)\tcommon\tstock | (13.4) |
| Funding\tof\tescrow\taccount | (3.0) |
| Balance\tat\tSeptember\t30,\t2008 | 2.7 |
| October\t2008\tredemptions\tof\tclass\tC\t(series\tII)\tand\tclass\tC\t(series\tIII)\tcommon\tstock | (2.7) |
| Balance\tof\tproceeds\tfollowing\tOctober\tredemptions | $— |

# Redemptions

# Class	B	Common	Stock	and	Class	C	Common	Stock	Other	than	Class	C	(Series	II)	Common	Stock—March	2008

In	March	2008,	the	Company	completed	the	required	redemption	of	a	portion	of	the	class	B	common	stock	and	class	C	(series	I)	common	stock. The	Company	used	$13.4	billion	of	net	proceeds	from	the	IPO	to	redeem	154,738,487	shares	of	class	B	common	stock	and	159,657,751	shares	of	class C	(series	I)	common	stock	at	a	redemption	price	of	$42.77	per	share.	After	the	redemptions	and	subject	to	the	restrictions	set	forth	in	the	Company's amended	and	restated	certificate	of	incorporation	(the	"Charter")	and	the	conversion	and	transfer	restrictions	below,	all	outstanding	shares	of	class	B common	stock	are	convertible	into	175,367,482	shares	of	class	A	common	stock	and	152,009,651	shares	of	class	C	(series	I,	III	and	IV)	common	stock are	convertible	into	shares	of	class	A	common	stock	on	a	one-to-one	basis.	As	a	result	of	the	initial	funding	of	the	litigation	escrow	account,	the conversion	rate	applicable	to	class	B	common	stock	was	reduced	to	approximately	0.71	shares	of	class	A	common	stock	for	each	share	of	class	B common	stock,	and	the	245,513,385	shares	of	class	B	common	stock	were	convertible	into	175,367,482	shares	of	class	A	common	stock.	The	number	of shares	of	class	C	(series	I,	III	and	IV)	common	stock	convertible	into	shares	of	class	A	common	stock	excludes	those	class	C	(series	III)	common	shares that	were	redeemed	in	October	2008,	as	further	described	below.

# Class	C	(Series	III)	Common	Stock	and	Class	C	(Series	II)	Common	Stock—October	2008

As	anticipated,	in	October	2008,	the	Company	used	$1.508	billion	of	net	proceeds	from	the	IPO	for	the	required	redemption	of	35,263,585	shares of	class	C	(series	III)	common	stock	at	a	redemption	price	of	$42.77	per	share	as	required	by	the	Charter.	Following	the	October	2008	redemption,	the remaining	27,499,203	shares	of	class	C	(series	III)	and	class	C	(series	IV)	common	stock	outstanding	automatically	converted	into	shares	of	class	C (series	I)	common	stock	on	a	one-to-one	basis.

The	Company	also	used	$1.146	billion	of	the	net	proceeds	from	the	IPO	to	fund	the	redemption	of	all	class	C	(series	II)	common	stock	in	October 2008.	The	redemption	price	of	$1.146	billion	was	adjusted	for	dividends	paid	and	related	interest,	par	value	of	related	shares	redeemed,	and	the	return	to Visa	Europe	of	the	class	C	(series	II)	common	stock	subscription	receivable	outstanding,	resulting	in	a	cash	payment	of	$1.136	billion.	As	a	result	of	the execution	of	the	IPO,	Visa	Europe	had	the	option	to

require	the	Company	to	redeem	all	class	C	(series	II)	common	stock	at	any	time	after	December	4,	2008.	Therefore,	in	March	2008,	the	Company reclassified	all	class	C	(series	II)	common	stock	at	its	then	fair	value	of	$1.125	billion	to	temporary	equity	on	the	Company's	consolidated	balance	sheet with	a	corresponding	reduction	in	additional	paid-in-capital	of	$1.104	billion	and	accumulated	income	(deficit)	of	$21	million.	The	Company	accreted	this stock	to	its	redemption	price	of	$1.146	billion,	adjusted	for	dividends	and	certain	other	adjustments,	on	a	straight-line	basis,	from	March	2008	to	October 2008	through	accumulated	income.	See	Note	4—Visa	Europe	for	a	roll-forward	of	the	balance	of	class	C	(series	II)	common	stock.

The	following	table	sets	forth	the	number	of	shares	of	common	stock	issued	and	outstanding	by	class	at	September	30,	2008	and	the	impact	of	the October	2008	redemptions	and	subsequent	conversion	of	the	remaining	outstanding	shares	of	class	C	(series	III	and	series	IV)	to	class	C	(series	I) shares	and	the	number	of	shares	of	common	stock	issued	and	outstanding	after	the	October	2008	redemptions	in	total	and	on	as	converted	basis:

| Shares	issued	and	outstanding | At<br>September	30,<br>2008 | October	2008<br>Redemptions | Conversion<br>to	class	C<br>(series	I) | Following<br>Immediate<br>Conversion<br>to	class	C<br>(series	I) | As<br>Converted<br>Post	October<br>2008<br>Redemptions |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Class\tA\tcommon\tstock | 447,746,261 | — | — | 447,746,261 | 447,746,261 |
| Class\tB\tcommon\tstock^(1) | 245,513,385 | — | — | 245,513,385 | 175,367,482 |
| Class\tC\t(series\tI)\tcommon\tstock | 124,097,105 | — | 27,499,203 | 151,596,308 | 151,596,308 |
| Class\tC\t(series\tII)\tcommon\tstock | 79,748,857 | (79,748,857) | — | — | — |
| Class\tC\t(series\tIII)\tcommon\tstock | 62,213,201 | (35,263,585) | (26,949,616) | — | — |
| Class\tC\t(series\tIV)\tcommon\tstock | 549,587 | — | (549,587) | — | — |
| Total\tshares\tissued\tand\toutstanding | 959,868,396 | (115,012,442) | — | 844,855,954 | 774,710,051 |

(1) All	voting	and	dividend	payment	rights	are	based	on	the	number	of	shares	held	multiplied	by	the	applicable	conversion	rate	in	effect	on	the	record	date,	as	discussed	below.	Subsequent	to	the IPO	and	as	a	result	of	the	initial	funding	of	the	litigation	escrow	account,	the	conversion	rate	applicable	to	class	B	common	stock	was	approximately	0.71	shares	of	class	A	common	stock	for each	share	of	class	B	common	stock.

# Special	IPO	Cash	and	Stock	Dividends	Received	from	Cost	Method	Investees,	Net	of	Tax

Several	of	the	Company's	cost	method	investees	are	also	holders	of	class	C	(series	I)	common	stock	and	therefore	participated	in	the	initial	share redemption	in	March	2008.	Certain	of	these	investees	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	(series	I)	common	stock.	The	dividends	represent	the	return	of	redemption proceeds.	As	a	result	of	the	Company's	ownership	interest	in	these	cost	method	investees,	the	Company	received	approximately	$21	million	of	special dividends	from	these	investees	during	the	third	fiscal	quarter	and	recorded	a	receivable	of	$8	million	in	prepaid	and	other	assets	on	its	consolidated balance	sheet	at	September	30,	2008	for	a	dividend	declared	by	these	investees	during	the	fourth	fiscal	quarter.

In	addition,	another	investee	elected	to	distribute	its	entire	ownership	in	the	Company's	class	C	(series	I)	common	stock	through	the	distribution	of these	shares	to	its	investors	on	a	pro	rata	basis.	As	a	result,	the	Company	received	525,443	shares	of	its	own	class	C	(series	I)	common	stock	during the	fourth	fiscal	quarter	and	recorded	$35	million	in	treasury	stock.	The	value	of	the	treasury	stock	was	calculated	based	on	sales	prices	of	other	recent class	C	(series	I)	stock	transactions	by	other	class	C

(series	I)	shareholders	with	unrelated	third	parties.	The	sales	prices	in	the	other	recent	transactions	reflected	a	discount	from	the	closing	price	of	the Company's	class	A	common	stock	on	the	date	of	these	transactions	reflecting	the	conversion	and	transfer	restrictions	on	class	C	(series	I)	common stock,	discussed	below.

These	special	cash	and	stock	dividends	are	recorded	as	an	increase	in	additional	paid-in	capital,	net	of	tax,	as	they	are	the	result	of	appreciation	of the	Company's	own	stock.

# Conversion	and	Transfer	Restrictions

# Class	B	Common	Stock

The	class	B	common	stock	is	not	convertible	or	transferable	until	the	later	of	March	25,	2011	and	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	class	B	stockholders.	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,	as	defined	in	the	Charter.	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.

Immediately	following	the	IPO,	the	conversion	rate	applicable	to	class	B	common	stock	was	reduced	to	approximately	0.71	shares	of	class	A common	stock	for	each	share	of	class	B	common	stock.	The	conversion	rate	was	adjusted	to	reflect	the	initial	deposit	of	$3.0	billion,	as	determined	by	the litigation	committee,	into	the	litigation	escrow	account.	Settlements	of,	or	judgments	in,	the	covered	litigation	will	be	paid	using	the	litigation	escrow account.	Further	adjustment	of	the	conversion	rate	applicable	to	class	B	shares	will	occur	upon:	(i)	the	completion	of	any	follow-on	offering	of	class	A common	stock	completed	in	order	to	increase	the	size	of	the	litigation	escrow	account;	or	(ii)	the	final	resolution	of	the	covered	litigation	and	the	release of	funds	remaining	on	deposit	in	the	litigation	escrow	account	to	the	Company.	No	conversion	of	class	B	common	stock	will	be	effected	until	all	applicable restrictions	on	the	transfer	of	class	B	common	stock	have	expired.	See	Note	5—Retrospective	Responsibility	Plan.

# Class	C	Common	Stock

The	class	C	common	stock,	other	than	class	C	(series	II)	common	stock	and	class	C	(series	III)	redemption	shares,	is	not	convertible	into	class	A common	stock	or	transferable	until	March	25,	2011.	This	transfer	restriction	is	subject	to	limited	exceptions,	including	transfers	to	other	class	C stockholders.	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	be	convertible	into	class	A	common	stock	if	transferred	to	a	person	that	was	not,	immediately	after	the	reorganization,	a	Visa member.	Upon	such	transfer,	each	share	of	class	C	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.

The	conversion	rate	of	the	class	C	common	stock,	other	than	class	C	(series	II)	common	stock	and	class	C	(series	III)	redemption	shares,	into class	A	common	stock	is	on	a	one-to-one	basis,	subject	to	adjustments	for	stock	splits,	recapitalizations	and	similar	transactions.	Class	C	(series	II) common	stock	and	class	C	(series	III)	redemption	shares	are	not	convertible	into	class	A	common	stock.	Immediately	after	the	completion	of	the	partial redemption	of	the	class	C	(series	III)	common	stock	in	October	2008	described	above,	each	outstanding	share	of	class	C	(series	III)	common	stock	and class	C	(series	IV)	common	stock	will	automatically	be	converted	into	class	C	(series	I)	common	stock	on	a	one-for-one	basis.	No	conversion	into	class	A common	stock	of	class	C	common	stock	will	be	effected	until	all	applicable	restrictions	on	such	transfers	have	expired.

# 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	the	holders	of	class	B	and	class	C	common	stock	(other	than	class	C	(series	II)	common	stock) are	entitled	to	cast	a	number	of	votes	equal	to	the	number	of	shares	of	class	B	or	C	common	stock	held	multiplied	by	the	applicable	conversion	rate	in effect	on	the	record	date.

# Dividends	Declared

On	June	11,	2008,	the	Company's	board	of	directors	declared	a	dividend	in	the	aggregate	amount	of	$0.105	per	share	of	class	A	common	stock (determined	in	the	case	of	class	B	and	class	C	common	stock	on	an	as-converted	basis)	which	was	paid	on	August	29,	2008	to	all	holders	of	record	of the	Company's	class	A,	class	B	and	class	C	common	stock	as	of	August	15,	2008.

On	October	14,	2008,	the	Company's	board	of	directors	declared	a	dividend	in	the	aggregate	amount	of	$0.105	per	share	of	class	A	common	stock (determined	in	the	case	of	class	B	and	class	C	common	stock	on	an	as-converted	basis)	to	be	paid	on	December	2,	2008	to	all	holders	of	record	of	the Company's	class	A,	class	B	and	class	C	common	stock	as	of	November	14,	2008.

# Note	17—Net	Income	Per	Share

For	the	year	ended	September	30,	2007,	Visa	U.S.A.	was	a	non-stock	corporation	and	therefore	there	was	no	comparable	measure	for	net	income per	share.

For	the	year	ended	September	30,	2008,	the	Company	calculated	earnings	per	share	in	accordance	with	SFAS	No.	128,	 Earnings	Per	Share ("SFAS	128").	Prior	to	the	Company's	IPO,	the	stockholders	of	each	regional	class	of	common	stock	were	entitled	to	equal	per	share	distributions	of earnings	whether	through	dividends	or	upon	liquidation.	The	Company	therefore	presented	a	single	earnings	per	share	amount	applicable	to	all outstanding	classes	of	common	stock	for	periods	presented	ending	prior	to	the	IPO.	Following	the	IPO,	the	Company	calculated	net	income	per	share using	the	two-class	method	under	the	guidelines	of	SFAS	128	to	reflect	the	different	rights	of	each	class	and	series	of	outstanding	common	stock.

# Calculation	of	Basic	Earnings	Per	Share

Under	the	provisions	of	SFAS	128,	basic	net	income	per	share	is	computed	for	each	class	and	series	of	common	stock	outstanding	during	the period	by	dividing	net	income	available	to	each	class	and	series	by	the	weighted	average	number	of	common	shares	outstanding	during	the	period.

# Earnings	Allocation	to	Each	Class	and	Series	of	Common	Stock

Prior	to	the	IPO,	each	class	and	series	of	common	stock	was	legally	entitled	to	pro	rata	per	share	distributions	whether	through	dividends	or	upon liquidation.	As	a	result,	net	income	was	allocated	to	each	class	and	series	of	common	stock	for	this	period	based	on	each	class'	proportionate	ownership.

Following	the	Company's	IPO,	net	income	is	ascribed	to	each	class	and	series	of	common	stock	as	follows:

•	 Class	C	(series	II)—After	the	IPO,	income	attributable	to	this	class	of	common	stock	is	limited	to	accretion	recorded	on	the	carrying	value	of these	securities	through	redemption	of	these	shares	on	October	10,	2008	at	the	contractual	redemption	value	of	$1.146	billion,	adjusted	for dividends	and	certain	other	adjustments.	See	Note	4—Visa	Europe	for	additional	information	regarding	class	C	(series	II)	shares.

•	 Class	C	(series	III)	redemption	shares—Upon	the	IPO,	35,263,585	class	C	(series	III)	redemption	shares	are	classified	as	a	liability	on	the Company's	consolidated	balance	sheet.	While	legally	outstanding,	these	shares	continue	to	participate	on	an	as-converted	basis	in	any distributions	of	the	Company.	Under	the	guidelines	of	SFAS	128,	net	income,	after	the	allocation	of	accretion	to	the	class	C	(series	II) common	stock,	is	attributed	to	the	class	C	(series	III)	redemption	shares	based	on	its	proportionate	ownership	until	redemption	in	October 2008.	This	allocation	reduces	the	net	income	attributable	to	all	other	classes	and	series	of	common	stock.

•	 All	Remaining	Classes	and	Series	of	Common	Stock —As	described	above,	net	income	is	ascribed	to	the	remaining	classes	and	series	of common	stock,	including	the	class	C	(series	III)	redemption	shares,	after	accretion	has	been	allocated	to	the	class	C	(series	II)	common stock.	Net	income	is	allocated	to	these	classes	and	series	of	common	stock	proportionately	on	an	as-converted	basis,	which	assumes	the conversion	of	all	classes	and	series	of	common	stock	into	class	A	common	stock.	Income	available	to	each	class	and	series	of	common	stock is	allocated	based	on	the	proportionate	ownership	of	each	during	the	periods	presented.

# Weighted	Average	Number	of	Shares	Outstanding

During	the	year	ended	September	30,	2008,	the	weighted	average	number	of	shares	of	each	class	and	series	of	common	stock	outstanding reflects	changes	in	ownership	over	the	period	as	follows:

•	 October	1,	2007	through	March	16,	2008:	Ownership	reflects	the	regional	classes	and	series	of	common	stock	issued	in	the	reorganization effective	October	1,	2007.	See	Note	3—The	Reorganization.

•	 March	17,	2008	through	March	18,	2008:	Ownership	reflects	the	conversion	of	each	regional	class	and	series	of	common	stock	to	various series	of	class	C	common	stock,	except	in	the	case	of	class	USA	regional	common	stock	which	was	converted	into	class	B	common	stock,

to	reflect	a	reallocation	of	ownership	among	the	regions	participating	in	the	reorganization	(the	"true-up").	The	shares	held	by	Visa	Europe were	not	subject	to	the	true-up	but	were	converted	into	class	C	(series	II,	III	and	IV)	common	stock	on	a	one-for-one	basis.	See	Note	3—The Reorganization	and	Note	16—Stockholders'	Equity	and	Redeemable	Shares	for	additional	information	regarding	the	true-up	and	conversion of	shares.

•	 March	19,	2008	through	March	27,	2008:	Ownership	reflects	the	impact	of	the	following	events,	all	of	which	were	deemed	to	have	occurred, for	the	purpose	of	presenting	earnings	per	share,	on	March	19,	2008,	the	date	the	Company's	shares	commenced	trading	on	the	New	York Stock	Exchange:

a) The	issuance	of	446,600,000	shares	of	class	A	common	stock	in	connection	with	the	Company's	IPO,

b) The	reclassification	of	all	class	C	(series	II)	common	stock,	at	its	then	fair	value	of	$1.125	billion,	as	temporary	or	mezzanine	level equity	on	the	Company's	consolidated	balance	sheet	with	an	offset	to	accumulated	income	(deficit)	to	reflect	its	redemption	in October	2008,	and

c) Redeemable	shares	of	class	C	(series	III)	common	stock	totaling	35,263,585,	which	the	Company	was	required	to	redeem	in	October 2008	(the	"class	C	(series	III)	redemption	shares")	are	classified	as	a	current	liability	at	their	redemption	price	of	$1.508	billion	on	the Company's	consolidated	balance	sheet.

See	Note	16—Stockholders'	Equity	and	Redeemable	Shares	and	the	consolidated	statement	of	changes	in	stockholders'	equity	and	accumulated income	(deficit)	reflecting	these	ownership	changes	over	the	period	and	for	additional	information	regarding	redeemable	common	shares.

# Calculation	of	the	Numerator—Basic	Earnings	Per	Share

The	following	tables	calculate	net	income	allocated	to	each	series	and	class	of	common	stock	in	the	calculation	of	basic	earnings	per	share	for	the year	ended	September	30,	2008.

| Outstanding	Classes	and<br>Series	of	Common	Stock<br>Prior	to	the	True-Up | Series	of	Common<br>Stock	after	the<br>True-Up | Weighted	Average<br>Shares	Outstanding(A) | Income	Allocation<br>($)	(B)<br>(in	millions) | Earnings	per<br>Share	=	(B)/(A) |
| :--- | :--- | :--- | :--- | :--- |
| Participating\tCommon\tStock\tClassified\tas\ta\tLiability: |  |  |  |  |
| Class\tEU\t(series\tI) | Class\tC\t(series\tIII) | 18,884,324 | $18 | \t Not\tpresented |
| Common\tStock\tClassified\tas\tTemporary\tEquity: |  |  |  |  |
| Class\tEU\t(series\tII) | Class\tC\t(series\tII) | 55,668,128 | 44 | $0.79 |
| Common\tStock\tClassified\tas\tStockholders'\tEquity: |  |  |  |  |
| Class\tA | Class\tA | 239,162,842 | 232 | $0.96 |
| Class\tUSA | Class\tB | 333,189,548 | 285(1) | $0.85 |
| Class\tCanada,\tAP,\tLAC\t&amp; |  |  |  |  |
| CEMEA | Class\tC\t(series\tI) | 190,516,091 | 183 | $0.96 |
| Class\tEU\t(series\tI\t&amp;\tIII) | Class\tC |  |  |  |
|  | (series\tIII\t&amp;\tIV) | 43,878,464 | 42 | $0.96 |
|  |  | Net\tincome | $804 |  |

(1) Net	income	is	attributed	to	each	class	and	series	of	common	stock	on	an	as-converted	basis.	For	the	period	subsequent	to	the	IPO,	and	as	a	result of	the	initial	funding	of	the	litigation	escrow,	net	income	attributed	to	class	B	common	stock	reflects	its	conversion	ratio	during	that	period	of	0.71 shares	of	class	A	common	stock	for	each	share	of	class	B	common	stock.	On	an	as-converted	basis	and	for	the	purpose	of	calculating	net	income allocated,	the	weighted	average	number	of	class	B	common	shares	outstanding	in	the	period	is	294,537,931.

# Calculation	of	the	Denominator—Basic	Earnings	Per	Share

The	following	table	presents	proportional	ownership	of	each	class	and	series	of	common	stock,	prior	and	subsequent	to	the	true-up,	IPO,	and	initial redemptions,	applied	to	calculate	income	allocated	to	each	class	and	series	of	common	stock	in	the	calculation	of	basic	earnings	per	share	for	the	year ended	September	30,	2008.	Proportional	ownership	for	the	period	from	March	28,	2008	to	September	30,	2008,	remained	constant,	with	no	additional shares	issued	or	redeemed,	with	the	exception	of	class	C	(series	I)	common	stock	discussed	in	the	chart	below

|  | Converted | Number	of	Common	Stock	Outstanding	Beginning	at: | Number	of	Common	Stock	Outstanding	Beginning	at: | Number	of	Common	Stock	Outstanding	Beginning	at: | Number	of	Common	Stock	Outstanding	Beginning	at: | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Classes |  |  |  |  | Weighted |
| Outstanding | and |  |  |  |  | Average |
| Classes\tand\tSeries\tof | Series\tof |  |  |  |  | Shares |
| Common | Common\tStock |  |  |  | Initial | Outstanding |
| Stock\tPrior\tto | after | Beginning\tof |  |  | Redemption | for\tthe |
| the\tTrue-Up | the\tTrue-Up | Period | True-Up\tDate | IPO\tDate | Date | Period |
| Date\tof\tEvent |  | October\t1,\t2007 | March\t17,\t2008 | March\t19,\t2008 | March\t28,\t2008 |  |
| Days\tOutstanding |  | 168 | 2 | 9 | 187 | 366 |
| Percentage\tof\tPeriod |  | 45.90% | 0.55% | 2.46% | 51.09% | 100.00% |
| Participating\tCommon\tStock\tClassified\tas\ta\tLiability: |  |  |  |  |  |  |
|  | Class\tC\t(series\tIII) | — | — | 35,263,585 | 35,263,585 | 18,884,324 |
| Common\tStock\tClassified\tas\tTemporary\tEquity: |  |  |  |  |  |  |
|  | Class\tC\t(series\tII) | — | — | 79,748,857 | 79,748,857 | 42,707,038 |
| Common\tStock\tClassified\tas\tStockholders'\tEquity: |  |  |  |  |  |  |
| Class\tA | Class\tA | — | — | 446,600,000 | 446,600,000 | 239,162,842 |
| Class\tUSA^(1) | Class\tB^(2) | 426,390,481 | 400,251,872 | 400,251,872 | 245,513,385 | 333,189,548 |
| Class\tCanada,\tAP,\tLAC\t&amp;\tCEMEA | Class\tC\t(series\tI)^(3) | 258,022,779 | 284,160,835 | 284,160,835 | 124,503,084 | 190,516,091 |
| Class\tEU\t(series\tI\t&amp;\tIII) | Class\tC |  |  |  |  |  |
|  | (series\tIII\t&amp;\tIV) | 62,762,788 | 62,762,788 | 27,499,203 | 27,499,203 | 43,878,464 |
| Class\tEU\t(series\tII) | Class\tC\t(series\tII) | 27,904,464 | 27,904,464 | — | — | 12,961,090 |

(1) The	amount	of	class	USA	common	stock	is	net	of	131,592,008	shares	held	by	wholly-owned	subsidiaries	of	the	Company.

(3) Total	weighted	average	shares	outstanding	for	class	C	(series	I)	common	stock	reflect	reduction	of	525,443	shares,	representing	a	stock	dividend	received	on	August	1,	which	is	included	in treasury	stock	on	the	Company's	September	30,	2008	consolidated	balance	sheets.	Total	weighted	average	shares	also	reflect	112,100	additional	class	C	(series	I)	shares	issued	on	August	15, 2008.	See	Note	16—Stockholders'	Equity	and	Redeemable	Shares .

# Calculation	of	Diluted	Earnings	Per	Share

Diluted	net	income	per	share	for	each	class	and	series	of	common	stock	is	computed	by	dividing	net	income	available	by	the	weighted	average number	of	common	shares	and,	if	dilutive,	potential	A	equivalent	common	shares	outstanding	during	the	period.

The	calculation	of	class	A	common	stock	diluted	earnings	per	share	assumes	potential	A	equivalent	common	shares	outstanding,	which	consist	of the	incremental	class	A	common	shares	issuable	upon:

•conversion	of	class	B	and	class	C	(series	I,	III	&	IV)	common	stock	based	on	the	conversion	ratio	in	effect	throughout	the	period,

# •exercise	of	employee	stock	options,	and

•vesting	of	restricted	shares	and	restricted	share	units	issued	to	certain	employees	and	directors.

Class	C	(series	II)	common	stock	is	not	convertible	into	shares	of	class	A	common	stock	and	class	C	(series	III)	redemption	shares	are	not convertible	into	shares	of	class	A	common	stock	subsequent	to	the	IPO.

Certain	members	of	our	board	of	directors,	who	are	also	employees	of	our	financial	institution	customers,	received	restricted	stock	awards	that convert	into	class	C	(series	I)	shares	upon	vesting.	The	calculation	of	class	C	(series	I)	common	stock	diluted	earnings	per	share	considers	incremental class	C	(series	I)	shares	outstanding.

The	dilutive	effect	of	outstanding	stock	options,	restricted	shares	and	restricted	share	units	is	reflected	in	diluted	earnings	per	share	by	application of	the	treasury	stock	method	under	the	guidelines	of	SFAS	128.

No	potential	common	shares	existed	for	any	other	class	or	series	of	common	stock	other	than	class	A	and	class	C	(series	I)	common	stock.	The calculation	of	diluted	earnings	per	share	for	all	classes	and	series	of	common	stock	other	than	class	A	common	stock	assumes	no	conversion	of	any class	B	or	class	C	common	stock	into	class	A	common	stock	during	the	period.	Net	income	attributable	to	each	class	and	series	of	common	stock	other than	class	A	common	stock	in	the	calculation	of	diluted	earnings	per	share	is	reduced	proportionately	by	the	number	of	potential	class	A	equivalent common	shares	underlying	employee	stock	options,	restricted	shares	and	restricted	share	units.

# Calculation	of	the	Numerator—Diluted	Earnings	Per	Share

The	following	tables	calculate	net	income	allocated	to	each	series	and	class	of	common	stock	in	the	calculation	of	diluted	earnings	per	share	for	the year	ended	September	30,	2008.

| Outstanding	Classes	and<br>Series	of	Common	Stock<br>Prior	to	the	True-Up | Converted	Classes	and	Series<br>of	Common	Stock	after	the<br>True-Up | Shares<br>Outstanding<br>(A) | Income	Allocation<br>($)	(B)<br>(in	millions) | Earnings	per<br>Share	=<br>(B)/(A) |
| :--- | :--- | :--- | :--- | :--- |
| Participating\tCommon\tStock\tClassified\tas\ta\tLiability: |  |  |  |  |
| Class\tEU\t(series\tI) | Class\tC\t(series\tIII) | 18,884,324 | $18 | \t Not\tpresented |
| Common\tStock\tClassified\tas\tTemporary\tEquity: |  |  |  |  |
| Class\tEU\t(series\tII) | Class\tC\t(series\tII) | 55,668,128 | 44 | $0.79 |
| Common\tStock\tClassified\tas\tStockholders'\tEquity: |  |  |  |  |
| Class\tA | Class\tA | 769,195,426 | 742 | $0.96 |
| Class\tUSA | Class\tB | 333,189,548 | 283(1) | $0.85 |
| Class\tCanada,\tAP,\tLAC\t&amp;\tCEMEA | Class\tC\t(series\tI) | 190,517,724 | 183 | $0.96 |
| Class\tEU\t(series\tI\t&amp;\tIII) | Class\tC\t(series\tIII\t&amp;\tIV) | 43,878,464 | 42 | $0.96 |

# Calculation	of	the	Denominator—Diluted	Earnings	Per	Share

The	following	table	presents	proportional	ownership	of	each	class	and	series,	prior	and	subsequent	to	the	true-up,	IPO	and	initial	redemptions, applied	to	calculate	income	available	to	each	class	and	series	of	common	stock	in	the	calculation	of	diluted	earnings	per	share	for	the	year	ended September	30,	2008.	Excluding	the	incremental	effect	of	potential	A	equivalent	shares,	proportional	ownership	for	the	period	from	March	28,	2008	to September	30,	2008,	remained	constant,	with	no	additional	shares	issued	or	redeemed,	with	the	exception	of	class	C	(series	I)	common	stock.	In	August 2008,	an	additional	112,100	shares	of	class	C	(series	I)	common	stock	were	issued	and	525,443	shares	were	reclassified	to	treasury	stock	upon	receipt of	a	special	IPO	stock	dividend.	See	Note	16—Stockholders'	Equity	and	Redeemable	Shares.	The	computation	of	average	dilutive	shares	outstanding excluded	stock	options	to	purchase	14,698	shares	of	common	stock	for	the	year	ended	September	30,	2008.	These	amounts	were	excluded	because	the options'	exercise	prices	were	greater	than	the	average	market	price	of	our	common	stock	for	the	periods	presented,	and	therefore,	their	effect	would	be antidilutive.

|  |  |  | Number	of	Common	Stock |  |  |  | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Outstanding |  |  | Outstanding\tBeginning\tat: |  |  |  | Weighted |
| Classes | Converted |  |  |  |  | Weighted | Average |
| and\tSeries | Classes\tand |  |  |  |  | Average | Shares |
| of\tCommon | Series\tof\tCommon |  |  |  | Initial | Incremental | Outstanding |
| Stock\tPrior\tto\tthe | Stock\tafter\tthe | Beginning\tof |  |  | Redemption | Shares\tfor | for\tthe |
| True-Up | True-Up | Period | True-Up\tDate | IPO\tDate | Date | the\tPeriod | Period |
| Date\tof\tEvent |  | October\t1,\t2008 | March\t17,\t2008 | March\t19,\t2008 | March\t28,\t2008 |  |  |
| Days\tOutstanding |  | 168 | 2 | 9 | 187 |  | 366 |
| Percentage\tof\tPeriod |  | 45.90% | 0.55% | 2.46% | 51.09% | 100.00% | 100.00% |
| Participating\tCommon\tStock\tClassified\tas\ta\tLiability: |  |  |  |  |  |  |  |
| Class\tC\t(series\tIII) |  | — | — | 35,263,585 | 35,263,585 | — | 18,884,324 |
| Common\tStock\tClassified\tas\tTemporary\tEquity: |  |  |  |  |  |  |  |
| Class\tC\t(series\tII) |  | — | — | 79,748,857 | 79,748,857 | — | 42,707,038 |
| Common\tStock\tClassified\tas\tStockholders'\tEquity: |  |  |  |  |  |  |  |
| Class\tA | Class\tA | 747,176,048 | 747,175,495 | 1,044,155,500 | 773,969,768 | 1,100,098 | 769,268,604 |
| Class\tUSA^(1) | Class\tB^(2) | 426,390,481 | 400,251,872 | 400,251,872 | 245,513,385 | — | 333,189,548 |
| Class\tCanada,\tAP,\tLAC\t&amp;\tCEMEA | Class\tC\t(series\tI)^(3) | 258,022,779 | 284,160,835 | 284,160,835 | 124,503,084 | 1,632 | 190,517,724 |
| Class\tEU |  |  |  |  |  |  |  |
| (series\tI\t&amp;\tIII) | Class\tC\t(series\tIII\t&amp;\tIV) | 62,762,788 | 62,762,788 | 27,499,203 | 27,499,203 | — | 43,878,464 |
| Class\tEU\t(series\tII) | Class\tC\t(series\tII) | 27,904,464 | 27,904,464 | — | — | — | 12,961,090 |

(2) The	amount	of	class	B	common	stock	is	net	of	123,525,418	shares	held	by	wholly-owned	subsidiaries	of	the	Company. (3) Total	weighted	average	shares	outstanding	for	class	C	(series	I)	common	stock	reflect	reduction	of	525,443	shares,	representing	a	stock	dividend	received	on	August	1,	which	is	included	in Treasury	Stock	on	the	Company's	September	30,	2008	consolidated	balance	sheets.	Total	weighted	average	shares	also	reflect	112,100	additional	class	C	(series	I)	shares	issued	on August	15,	2008.	See	Note	16	–	Stockholders'	Equity	and	Redeemable	Shares .

# Note	18—Share-based	Compensation

Prior	to	the	Company's	IPO	in	March	2008,	the	Company	had	not	granted	share-based	compensation	awards.	During	2007	in	anticipation	of	the IPO,	the	Company	adopted	the	2007	Equity	Incentive	Compensation	Plan	(the	"EIP").	The	EIP	was	adopted	to	award	long-term	compensation	following the	reorganization	and	is	designed	to	align	management	interests	with	those	of	stockholders,	provide	opportunities	for	wealth	creation	and	ownership, encourage	a	long-term	focus,	and	promote	retention.	The	EIP	is	a	stockholder-approved	omnibus	plan	that	permits	the	grant	or	award	of	stock	options, stock	appreciation	rights,	restricted	stock	awards,	restricted	stock	units,	performance	unit	awards,	performance	share	awards,	cash-based	awards	and other	equity-based	awards	to	eligible	persons,	and	covers	a	total	of	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	became	effective	in	October	2007	upon	the	completion	of	the	reorganization.	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	plan	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.

The	compensation	committee	of	the	board	of	directors	administers	the	EIP	and	determines	the	non-employee	directors,	employees	and	consultants who	may	be	granted	awards	under	the	EIP,	the	size	and	types	of	awards,	the	terms	and	conditions	of	awards,	the	timing	of	awards	and	the	form	and content	of	the	award	agreements.

In	March	2008,	in	connection	with	the	IPO,	the	Company	granted	non-qualified	stock	options	("options"),	restricted	stock	awards	("RSAs")	and restricted	stock	units	("RSUs")	to	its	employees	and	non-employee	directors.	The	Company	granted	additional	options,	RSAs	and	RSUs	in	May	2008	and August	2008.	The	Company	accounted	for	these	awards	under	the	guidance	of	SFAS	No.	123R,	"Share-Based	Payment"	("SFAS	123R").	The	Company uses	the	straight-line	method	of	attribution	for	expensing	equity	awards.	Compensation	expense	is	recorded	net	of	estimated	forfeitures.	Estimates	are adjusted	as	appropriate.

# Options

The	options	issued	during	the	year	ended	September	30,	2008,	expire	10	years	from	the	date	of	grant.	The	options	vest	in	three	equal	installments on	each	of	the	first	three	anniversaries	of	the	date	of	grant,	subject	to	earlier	vesting	in	full	under	certain	conditions	including	death,	disability	or retirement.

The	fair	value	of	each	stock	option	was	estimated	on	the	date	of	grant	using	a	Black-Scholes	option	pricing	model.	The	following	table	presents	the assumptions	used	in	the	valuation	and	resulting	fair	value	per	option	granted	during	the	year	ended	September	30,	2008:

The	expected	term	of	options	represents	the	weighted-average	period	the	options	are	expected	to	remain	outstanding	and	was	based	on	a	set	of peer	companies	who	had	share	based	payment	awards	with	terms	similar	to	that	of	Visa.	The	expected	term	of	options	impacts	all	underlying assumptions	used	in	the	Company's	Black-Scholes	option-pricing	model,	including	the	period	applicable	for	the	risk-free	rate	of	return	and	expected volatility.	The	risk-free	rate	of	return	assumption	is	based	upon	the	zero	coupon	U.S.	treasury	bond	rate	over	the	expected	term	of	the	Company's options.	As	the	Company	did	not	have	publicly	traded	stock	historically,	the	expected	volatility	was	based	on	the	average	of	the	historical	and	implied volatility	of	a	group	of	peer	companies	that	management	believes	is	generally	comparable	to	Visa.	The	ratio	of	historical	and	implied	volatility	is	55%	to 45%,	respectively,	for	fiscal	2008.	The	expected	dividends	were	based	on	the	Company's	expected	annual	dividend	rate	on	the	date	of	grant.

In	addition,	SFAS	123R	requires	the	Company	to	estimate	pre-vesting	forfeitures	on	stock-based	awards	at	the	time	of	grant	and	periodically	revise those	estimates	in	subsequent	periods	if	actual	forfeitures	differ	from	those	estimates.	The	Company	records	stock-based	compensation	expense	only 165

for	those	awards	expected	to	vest	using	an	estimated	forfeiture	rate	based	on	actual	and	trended	forfeiture	data	and	employee	attrition	rates.

The	following	table	summarizes	the	Company's	option	activity	for	the	year	ended	September	30,	2008:

|  | Options | Weighted-<br>Average<br>Exercise	Price<br>Per	Share | Remaining<br>Contractual<br>Term	(in<br>years) | Aggregate<br>Exercise<br>Price | Aggregate<br>Intrinsic<br>Value^(1) |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (in\tmillions) |  |
| Outstanding\tat\tOctober\t1,\t2007 | — | — |  |  |  |
| Granted | 9,000,066 | $44.11 |  |  |  |
| Forfeited/expired | (78,686) | 44.00 |  |  |  |
| Exercised | — | — |  |  |  |
| Outstanding\tat\tSeptember\t30,\t2008 | 8,921,380 | $44.11 | 9.5 | $394 | $154 |
| Vested\tand\tExercisable\tat\tSeptember\t30,\t2008 | 195,992 | $44.00 | 9.5 | $9 | $3 |

(1) Intrinsic	value	is	calculated	using	the	stock	price	at	September	30,	2008	of	$61.39	less	the	option	exercise	price,	multiplied	by	the	number	of instruments.

As	of	September	30,	2008,	there	was	$106	million	of	total	unrecognized	compensation	cost	related	to	non-vested	options.	The	cost	is	expected	to be	recognized	over	a	weighted	average	period	of	approximately	2.5	years.

# Restricted	Stock	Awards	and	Restricted	Stock	Units

In	fiscal	2007,	the	Company	instituted	a	special	broad-based	bonus	program	("special	bonus")	for	all	eligible	employees	to	reward	performance during	the	Company's	reorganization.	Half	of	the	special	bonus	was	paid	through	RSA	and	RSU	awards	which	vest	one	year	after	the	completion	of	the IPO	and	may	be	subject	to	earlier	vesting	under	certain	conditions	including	death,	disability	or	retirement.

In	connection	with	the	IPO,	the	Company	also	granted	RSA	and	RSU	awards	to	employees.	These	awards	share	the	same	terms	and	conditions	as awards	granted	in	connection	with	the	special	bonus.	Additional	RSAs	were	issued	in	May	2008	and	August	2008	which	vest	in	three	equal	installments on	each	of	the	first	three	anniversaries	of	the	date	of	grant,	subject	to	earlier	vesting	in	full	under	certain	conditions	including	death,	disability	or retirement.

The	RSA	and	RSU	awards	granted	to	the	Company's	non-employee	directors	vest	on	the	first	anniversary	of	the	Company's	IPO,	subject	to	earlier vesting	in	full	under	certain	conditions	specified	in	the	award	agreement	and	EIP.

Upon	vesting,	the	RSA	awards	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,	RSU	awards	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	RSU	awards	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.

Compensation	expense	associated	with	RSAs	and	RSUs	issued	in	connection	with	the	IPO	is	measured	based	on	the	IPO	share	price	or	$44.00 per	share.	The	additional	RSA	awards	issued	in	May	2008	and	August	2008	were	valued	using	the	closing	price	of	class	A	common	stock	as	listed	on	the New	York	Stock	Exchange	on	the	date	of	grant	or	$82.75	and	$73.60,	respectively.

The	following	table	summarizes	the	Company's	RSA	activity	for	the	year	ended	September	30,	2008:

|  |  |  | Weighted- |  |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Average |  |
|  |  | Weighted- | Remaining | Aggregate |
|  |  | Average | Contractual | Intrinsic |
|  | Awards | Grant\tDate\nFair\tValue | Term\t(in\nyears) | Value^(1)\n(in\tmillions) |
| Outstanding\tat\tOctober\t1,\t2007 | — |  |  |  |
| Granted | 1,302,337 |  |  |  |
| Vested | (497) |  |  |  |
| Forfeited/expired | (41,468) |  |  |  |
| Outstanding\tat\tSeptember\t30,\t2008 | 1,260,372 | $44.18 | 0.47 | $77 |

(1) Intrinsic	value	is	calculated	using	the	stock	price	at	September	30,	2008	of	$61.39	multiplied	by	the	number	of	instruments.

The	following	table	summarizes	the	Company's	RSU	activity	for	the	year	ended	September	30,	2008:

|  |  |  | Weighted- |  |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  | Average |  |
|  |  | Weighted- | Remaining | Aggregate |
|  |  | Average | Contractual | Intrinsic |
|  | Units | Grant\tDate\nFair\tValue | Term\t(in\nyears) | Value^(1)\n(in\tmillions) |
| Outstanding\tat\tOctober\t1,\t2007 | — |  |  |  |
| Granted | 622,636 |  |  |  |
| Vested | (18,699) |  |  |  |
| Forfeited/expired | (22,925) |  |  |  |
| Outstanding\tat\tSeptember\t30,\t2008 | 581,012 | $44.01 | 0.46 | $36 |

At	September	30,	2008,	there	was	$22	million	and	$8	million	of	total	unrecognized	compensation	cost	related	to	non-vested	RSAs	and	RSUs, respectively.	The	cost	is	expected	to	be	recognized	over	a	weighted	average	period	of	approximately	half	a	year.

The	following	table	summarizes	remaining	equity	instruments	available	for	grant	under	the	EIP:

(1) Total	class	A	common	stock	available	for	grant	under	the	EIP	was	approved	on	October	1,	2007.

The	components	of	share-based	compensation	expense	during	the	year	ended	September	30,	2008	are	summarized	below:

The	Company	recorded	its	share-based	compensation	in	Personnel	on	its	consolidated	statements	of	operations	for	the	year	ended	September	30, 2008.	The	Company	did	not	capitalize	any	portion	of	its	share-based	compensation	expense	during	the	year	ended	September	30,	2008.

# Note	19—Investment	Income,	Net

Investment	income,	net,	is	comprised	of	the	following:

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Interest\tand\tdividend\tincome\ton\tcash\tand\tinvestments | $279 | $98 | $67 |
| Gross\trealized\tgains\ton\tinvestments | 2 | 5 | 1 |
| Gross\trealized\tlosses\ton\tinvestments | (3) | (1) | — |
| Gain\ton\tdistribution\tfrom\tpartnership\tinvestment | \t — | 1 | — |
| Other-than-temporary\timpairment\ton\tinvestments\tand\tother\tassets | (67) | \t — | — |
| Investment\tincome,\tnet | $211 | $103 | $68 |

# Note	20—Commitments	and	Contingencies

# Commitments

The	Company	leases	certain	premises	and	equipment	throughout	the	world	under	non-cancelable	leases	with	varying	expiration	dates.	Excluding rent	paid	to	Visa	Resources,	the	Company	incurred	total	rent	expense	of	$77	million	in	fiscal	2008,	and	Visa	U.S.A.	incurred	total	rent	expense	of	$39 million	and	$31	million	in	fiscal	2007	and	2006	respectively.	The	Company's	future	minimum	payments	on	non-cancelable	leases	and	marketing	and sponsorship	agreements,	at	September	30,	2008	were	as	follows:

|  |  | Equipment |  |  |
| :--- | :--- | :--- | :--- | :--- |
|  |  | and\tLicense | Marketing\tand |  |
| Fiscal\t(in\tmillions) | Premises | Agreements | Sponsorships | Total |
| 2009 | $35 | $14 | $107 | $156 |
| 2010 | 28 | 13 | 96 | \t 137 |
| 2011 | 19 | 2 | 56 | 77 |
| 2012 | 11 | — | 68 | 79 |
| 2013 | 7 | — | 29 | 36 |
| Thereafter | 37 | — | 25 | 62 |
|  | $137 | $29 | $381 | $547 |

In	addition	to	fixed	payments	included	in	the	above	table,	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.	Future payments	that	may	be	incurred	with	respect	to	these	arrangements	are	based	on	decisions	regarding	product	and	marketing	initiatives	and	included	in the	above	table	if	and	when	the	Company	enters	into	non-cancelable	commitments	with	third	parties.

The	Company	has	agreements	with	customers	for	various	programs	designed	to	build	sales	volume	and	increase	the	acceptance	of	its	payment products.	These	agreements,	with	original	terms	ranging	from	one	to	thirteen	years,	provide	card	issuance,	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	customers.

Payments	made	and	obligations	incurred	under	these	programs	are	included	on	the	Company's	consolidated	balance	sheets.	The	Company's obligation	under	these	customer	agreements	will	be	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	compared	to	the	terms	of	the	incentive	agreement.	The	agreements	may	or	may	not	limit	the amount	of	customer	incentive	payments.	Excluding	anticipated	revenue	to	be	earned	from	higher	payments	and	transaction	volumes	in	connection	with these	agreements,	the	Company's	potential	exposure	under	agreements	with	and	without	limits	to	incentive	payments,	is	estimated	as	follows	at September	30,	2008:

| Fiscal	(in	millions) | Volume	and<br>Support	Incentives |
| :--- | :--- |
| 2009 | $1,088 |
| 2010 | 1,105 |
| 2011 | 945 |
| 2012 | 798 |
| 2013 | 1,005 |
| Thereafter | 3 |
| Total | $4,944 |

The	ultimate	amounts	to	be	paid	under	these	agreements	may	be	greater	than	or	less	than	the	estimates	above.	Based	on	these	agreements, increases	in	the	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.

# Indemnification	under	Framework	Agreement

In	connection	with	the	framework	agreement	entered	into	between	Visa	Inc.	and	Visa	Europe,	Visa	Europe	indemnifies	Visa	Inc.	for	any	claims arising	out	of	the	provision	of	the	services	brought	by	Visa	Europe's	member	banks	against	Visa	Inc.,	while	Visa	Inc.	indemnifies	Visa	Europe	for	any claims	arising	out	of	the	provision	of	the	services	brought	against	Visa	Europe	by	Visa	Inc.'s	customer	financial	institutions.	Based	on	current	known facts,	the	Company	assessed	the	probability	of	loss	in	the	future	as	remote.	Consequently,	the	estimated	maximum	probability-weighted	liability	is considered	insignificant	and	no	liability	has	been	accrued.	For	further	information	with	respect	to	the	Company's	commitments	and	contingencies	also see	Note	4—Visa	Europe,	Note	5—Retrospective	Responsibility	Plan,	Note	11—Debt,	Note	13—Settlement	Guarantee	Management	and	Note	23— Legal	Matters.

# Note	21—Related	Parties

Visa	Inc.	is	a	stock	corporation	and	certain	of	its	customers	are	also	its	stockholders.	The	Company	considers	an	entity	to	be	a	related	party	for purposes	of	this	Note	21	if	the	entity	owns	more	than	10%	of	the	Company's	total	voting	common	stock	or	if	an	officer	or	employee	of	the	entity	also serves	on	the	Company's	board	of	directors.	The	Company	also	considers	an	investee	to	be	a	related	party	if	the	Company's	ownership	interest	in	the entity	is	greater	than	or	equal	to	10%	or	if	the	investment	is	accounted	for	under	the	equity	method	of	accounting.	The	Company	believes	that	all	related party	transactions	are	at	arms	length.

At	September	30,	2008,	the	Company	had	four	customers	with	officers	who	also	serve	on	the	Company's	board	of	directors.	Total	operating revenues	and	total	operating	expenses	for	these	customers	were	approximately	$538	million	and	$11	million,	respectively,	for	fiscal	2008.	These operating	expenses	primarily	related	to	marketing	costs.	At	September	30,	2008,	the	Company	did	not	owe	any	amounts	to	these	customers	and	the customers	owed	the	Company	approximately	$21	million	in	accounts	receivable.	In	addition,	the	Company	was	in	a	net	asset	position	of	$5	million	at September	30,	2008,	attributed	to	volume	and	support	incentive	arrangements	with	these	customers.

One	of	the	Company's	directors,	and	the	spouse	of	another	of	the	Company's	directors,	are	also	officers	of	entities	that	participated	in	(or	are affiliated	with	an	entity	that	participated	in)	the	Company's	IPO	as	underwriters,	and	one	of	those	entities	is	also	one	of	the	Company's	customers.	As underwriters,	each	was	offered	and	purchased	113	million	shares	of	class	A	common	stock	at	a	price	of	$42.77	per	share,	a	discount	of	$1.23	per	share based	on	the	IPO	price	of	$44.00	per	share.	This	price	per	share	is	the	same	as	that	paid	by	all	underwriters	in	the	IPO.	Also	as	underwriters,	each received	total	underwriter	fees	from	the	Company	of	$139	million	in	March	2008.

In	addition	to	the	four	customers	described	above,	the	Company	incurred	operating	expenses	of	approximately	$7	million	from	a	corporation	with	a representative	who	served	on	the	Company's	board	of	directors.	These	operating	expenses	primarily	relate	to	software	maintenance.	At	September	30, 2008,	the	Company	owed	this	corporation	less	than	$1	million.

The	Company	also	maintains	banking	relationships	and	has	credit	facilities	(See 	Note	11—Debt)	with	customers	that	have	representation	on	the Company's	board	of	directors.

Visa	Europe	is	also	a	related	party	of	the	Company	as	a	result	of	the	nature	of	the	contractual	arrangements	between	itself	and	the	Company	and Visa	Europe's	ownership	in	the	Company	(See	Note	4—Visa	Europe	).	The	Company	is	also	a	party	to	numerous	agreements	with	Visa	Europe	which allow	each	entity	to	provide	services	to	the	other	at	negotiated	fees,	including	the	allocation	of	costs	for	office	premises	which	are	shared	by	the	Company and	Visa	Europe.	For	fiscal	2008,	total	operating	revenues	and	operating	expenses	related	to	Visa	Europe	totaled	$221	million	and	$7	million, respectively.	At	September	30,	2008,	Visa	Europe	owed	the	Company	approximately	$3	million	in	net	accounts	receivable.

During	fiscal	2008,	the	Company	generated	total	operating	revenues	of	$39	million	from	related	party	investees,	and	related	investees	owed	the Company	$1	million	in	net	accounts	receivable	at	September	30,	2008.	Total	operating	expenses	incurred	for	fiscal	2008	and	related	amounts	owed	to related	investees	at	September	30,	2008	were	less	than	$1	million,	respectively.	The	Company

received	dividend	income	of	$65	million	from	related	party	investees	during	fiscal	2008.	The	Company	also	received	special	IPO	dividends	from	certain related	party	investees	which	are	included	in	the	amounts	discussed	in	Note	16	–	Stockholders'	Equity	and	Redeemable	Shares.

# Note	22—Income	Taxes

The	Company's	income	before	taxes	for	the	years	ended	September	30,	2008,	2007	and	2006	consists	of:

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| U.S. | $1,245 | $(1,387) | $722 |
| Non-U.S. | 91 | — | \t — |
| Total\tincome\t(loss)\tbefore\ttaxes\tand\tminority\tinterest | $1,336 | $(1,387) | $722 |
| Minority\tinterest. | — | (5) | (16) |

Fiscal	2008	U.S.	income	before	taxes	of	$1,245	million	includes	$1,030	million	from	non-U.S.	customers.

|  | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Current: |  |  |  |
| U.S.\tfederal | $ 416 | $ 520 | $235 |
| State\tand\tlocal | 82 | 38 | (15) |
| Non-U.S. | 31 | — | \t — |
| Total\tcurrent\ttaxes | 529 | 558 | \t 220 |
| Deferred: |  |  |  |
| U.S.\tfederal | 189 | (819) | 33 |
| State\tand\tlocal | (193) | (55) | (2) |
| Non-U.S. | 7 | — | \t — |
| Total\tdeferred\ttaxes | 3 | (874) | 31 |
| Total\tincome\ttax\t(benefit)\texpense | $ 532 | $(316) | $251 |

The	tax	effect	of	temporary	differences	that	give	rise	to	significant	portions	of	deferred	tax	assets	and	liabilities	at	September	30,	2008	and	2007	are presented	below:

|  | 2008 | 2007 |
| :--- | :--- | :--- |
|  | (in\tmillions) |  |
| Deferred\tTax\tAssets |  |  |
| Accrued\tcompensation\tand\tbenefits | $88 | $31 |
| SFAS\t158\tadjustment | 41 | 1 |
| Investments\tin\tjoint\tventures | — | 37 |
| Accrued\tlitigation\tobligation | 1,182 | \t 1,311 |
| Volume\tand\tsupport\tincentives | 37 | 12 |
| Research\tand\tdevelopment\tcredits | 19 | — |
| Federal\tbenefit\tof\tstate\ttaxes | 211 | — |
| Federal\tbenefit\tof\tforeign\ttaxes | 32 | — |
| Other | 28 | 11 |
| Deferred\ttax\tassets | 1,638 | \t 1,403 |
| Deferred\tTax\tLiabilities |  |  |
| Property,\tequipment\tand\ttechnology,\tnet | (82) | (9) |
| Investment\tin\tVisa\tInternational | — | (100) |
| Investment\tin\tjoint\tventures | (212) | — |
| Intangible\tassets | (4,199) | — |
| Foreign\ttaxes | (4) | — |
| Federal\tbenefit\tof\tstate\ttaxes | — | (27) |
| Other | (8) | (1) |
| Deferred\ttax\tliabilities | (4,505) | (137) |
| Net\tdeferred\ttax\t(liabilities)\tassets | $(2,867) | $1,266 |

Total	net	deferred	tax	assets	and	liabilities	are	included	in	the	Company's	consolidated	balance	sheets	as	follows:

|  | September	30,<br>2008 |  | September	30,<br>2007 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Current\tdeferred\ttax\tassets | $944 |  | $795 |
| Non\tcurrent\tdeferred\ttax\t(liabilities)\tassets,\tnet | (3,811) |  | 471 |
| Net\tdeferred\ttax\t(liabilities)\tassets | $(2,867) |  | $1,266 |

The	increase	in	the	Company's	deferred	tax	liabilities	during	fiscal	2008	is	primarily	attributable	to	recording,	as	part	of	the	reorganization,	the	fair value	of	acquired	assets	and	assumed	liabilities	of	Visa	International,	Visa	Canada	and	Inovant	other	than	goodwill	in	excess	of	their	historical	book	basis in	accordance	with	SFAS	No.	141.

Included	in	accrued	litigation	on	the	Company's	consolidated	balance	sheet	at	September	30,	2008	is	approximately	$3	billion	associated	with	the American	Express	settlement,	the	Discover	litigation	and	other	matters.	For	tax	purposes,	the	deduction	related	to	these	matters	is	deferred	until

the	payments	are	made	and	thus,	as	of	September	30,	2008,	the	Company	has	a	deferred	tax	asset	of	$857	million	related	to	these	payments,	which	is net	of	a	reserve	to	reflect	management's	best	estimate	of	the	amount	of	the	benefit	to	be	realized.

In	assessing	the	realizability	of	deferred	tax	assets,	management	considers	whether	it	is	more	likely	than	not	that	some	portion	or	all	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	considers	the	scheduled	reversal	of	deferred	tax	liabilities,	projected future	taxable	income	and	tax	planning	strategies	in	making	this	assessment.	Based	upon	the	level	of	historical	taxable	income	and	projections	for	future taxable	income	over	the	periods	in	which	the	deferred	tax	assets	are	deductible,	management	believes	it	is	more	likely	than	not	that	the	Company	will realize	the	benefits	of	its	deferred	tax	assets	recorded.

The	Company	had	state	research	and	development	tax	credit	carry	forwards	of	approximately	$19	million	at	September	30,	2008	that	may	be carried	forward	indefinitely.	The	Company	expects	to	realize	the	benefit	of	the	credit	carry	forwards	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:

|  |  |  | For	the	Years	Ended	September	30 | For	the	Years	Ended	September	30 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2008 |  | 2007 |  | 2006 | 2006 |
|  | Dollars | Percent | Dollars | Percent | Dollars | Percent |
|  |  |  | (in\tmillions) |  |  |  |
| U.S.\tfederal\tincome\ttax | $467 | 35% | $(485) | 35% | $253 | 35% |
| State\tincome\ttaxes,\tnet\tof\tfederal\tbenefit | 43 | 3% | (11) | 1% | (11) | (1)% |
| Non-U.S.\ttax\teffect,\tnet\tof\tfederal\tbenefit | 13 | 1% | — | — | — | — |
| Reserve\tfor\ttax\tuncertainties\trelated\tto\tlitigation | 103 | 8% | 180 | (13)% | — | — |
| Other,\tnet | 21 | 2% | 2 | — | 15 | 2% |
| One-time\tadjustment\tto\treflect\tbenefit\tfrom\tremeasurement\tof\tdeferred |  |  |  |  |  |  |
| taxes\tdue\tto\tstate\tapportionment\tdecrease | (115) | (9)% | — | — | — | — |
| Minority\tinterest—not\tsubject\tto\ttax | — | — | (2) | — | (6) | (1)% |
| Income\ttax\t(benefit)\texpense | $532 | 40% | $(316) | 23% | $251 | 35% |

The	effective	income	tax	rate	for	the	year	ended	September	30,	2008	differs	from	that	of	2007	primarily	due	to	the	tax	reserves	related	to	litigation, and	the	combined	effect	of	the	loss	of	the	California	special	deduction	after	the	Company's	IPO,	the	change	in	state	tax	apportionment,	and	a	one-time tax	benefit	attributable	to	the	remeasurement	of	deferred	taxes.

Prior	to	the	Company's	IPO,	the	State	of	California,	where	the	Company	is	headquartered,	historically	did	not	tax	a	substantial	portion	of	the reported	income	on	the	basis	that	the	Company	operated	on	a	cooperative	or	mutual	basis	and	therefore	was	eligible	for	a	special	deduction.	As	a	result of	the	Company's	IPO	and	consequent	ownership	by	parties	other	than	its	financial	institution	customers,	the	Company	is	no	longer	eligible	to	claim	the special	deduction,	resulting	in	a	tax	increase.	The	tax	increase	was	partially	offset	by	a	tax	decrease	resulting	from	a	change	in	the	Company's	state 174

tax	apportionment.	In	addition,	the	change	in	state	tax	apportionment	resulted	in	a	$115	million	one-time	tax	benefit	due	to	the	remeasurement	of	the Company's	deferred	taxes.

Income	taxes	receivable	of	$90	million	are	included	in	prepaid	and	other	current	assets	at	September	30,	2008.	See Note	7—Prepaid	Expenses and	Other	Assets.	Accrued	income	taxes	of	$122	million	are	included	in	other	long-term	liabilities	at	September	30,	2008	and	income	taxes	payable	of $147	million	are	included	in	accrued	taxes	as	part	of	accrued	liabilities	at	September	30,	2007.	See	Note	10—Accrued	and	Other	Liabilities.

Cumulative	undistributed	earnings	of	the	Company's	international	subsidiaries	amounted	to	$53	million	at	September	30,	2008,	all	of	which	are intended	to	be	reinvested	indefinitely.	The	amount	of	income	taxes	that	would	have	resulted	had	such	earnings	been	repatriated	is	estimated	to	be	$18 million.

On	October	1,	2007,	the	Company	adopted	FASB	Interpretation	No.	48	("FIN	48"),	 Accounting	for	Uncertainty	in	Income	Taxes,	an	interpretation	of FASB	Statement	No.	109.	FIN	48	clarifies	the	accounting	and	reporting	for	income	taxes	where	interpretation	of	the	tax	law	may	be	uncertain.	FIN	48 prescribes	a	comprehensive	model	for	the	financial	statement	recognition,	measurement,	presentation	and	disclosure	of	income	tax	uncertainties	with respect	to	positions	taken	or	expected	to	be	taken	in	income	tax	returns.	The	adoption	of	FIN	48	required	the	Company	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.	The	initial	adoption	of	FIN	48	resulted	in	a	decrease	in accumulated	deficit	of	approximately	$8	million	and	a	decrease	in	goodwill	of	approximately	$6	million	at	October	1,	2007.

At	September	30,	2008,	the	Company's	total	unrecognized	tax	benefits	were	approximately	$407	million,	exclusive	of	interest	and	penalties described	below.	Included	in	the	$407	million	are	approximately	$334	million	of	unrecognized	tax	benefits	that,	if	recognized,	would	reduce	the	effective tax	rate	in	a	future	period.

A	reconciliation	of	the	October	1,	2007	through	September	30,	2008	amount	of	unrecognized	tax	benefits	is	as	follows:

In	connection	with	the	adoption	of	FIN	48,	the	Company	elected	to	change	its	classification	policy	for	interest	expense	and	penalties	related	to uncertain	tax	positions.	At	October	1,	2007,	the	Company	began	to	account	for	interest	expense	and	penalties	related	to	uncertain	tax	positions	as interest	expense	and	penalties	in	its	consolidated	statement	of	operations.	In	fiscal	2008,	the	Company

recognized	$2	million	of	interest	expense	and	a	de	minimus	amount	of	penalties	related	to	uncertain	tax	positions	in	its	statement	of	operations.	At September	30,	2008,	the	Company	had	cumulatively	$5	million	and	$1	million	accrued	interest	and	penalties	related	to	uncertain	tax	positions, respectively	in	its	other	long	term	liabilities.

Given	the	inherent	complexities	of	the	business	and	the	fact	that	the	Company	is	subject	to	taxation	in	a	substantial	number	of	jurisdictions,	the Company	routinely	assesses	the	likelihood	of	additional	assessments	in	each	of	the	taxing	jurisdictions	and	has	established	a	liability	for	unrecognized tax	benefits	that	management	believes	to	be	adequate.	Once	established,	unrecognized	tax	benefits	are	adjusted	if	more	accurate	information	is available,	or	a	change	in	circumstance,	or	an	event	occurs	necessitating	a	change	to	the	liability.

In	July	2008,	the	Company	settled	with	the	California	Franchise	Tax	Board	with	respect	to	certain	audit	issues	from	1990	to	2003,	which	include the	eligibility	to	claim	certain	items	as	special	deductions,	apportionment	computation,	and	research	and	development	credits.	As	a	result	of	the settlement,	unrecognized	tax	benefits	decreased	by	$46	million,	of	which	$30	million	were	disallowed	and	will	not	be	recognized	and	$16	million	were received	in	cash	as	a	tax	refund.	The	Company	believes	that	unrecognized	tax	benefits	will	not	significantly	increase	or	decrease	within	the	next	12 months.

The	Company	is	subject	to	examination	by	the	Internal	Revenue	Service	and	various	state	and	foreign	tax	authorities.	The	Company	has concluded	all	U.S.	federal	and	California	income	tax	matters	for	years	through	2002	and	2003,	respectively.	All	material	state	and	foreign	tax	matters have	been	concluded	for	years	through	2001.

# Note	23—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.

The	Company's	litigation	provision	includes	provisions	of	$1,470	million,	$2,653	million,	and	$23	million	in	fiscal	year	2008,	2007	and	2006, respectively.	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	Company	is	presently	involved	in the	matters	described	below	and	other	legal	actions,	except	for	those	disclosed	below	as	resolved	or	settled.	From	time	to	time	we	may	engage	in settlement	discussions	or	mediations	with	respect	to	one	or	more	of	our	outstanding	litigation	matters,	either	on	our	own	behalf	or	collectively	with	other parties.	The	Company	will	continue	to	review	the	litigation	accrual	and,	if	necessary,	future	refinements	to	the	accrual	will	be	made.

The	following	table	summarizes	the	activity	related	to	accrued	litigation	for	the	twelve	months	ended	September	30,	2008	and	2007:

|  | Fiscal	2008 |  | Fiscal	2007 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Balance\tat\tOctober\t1 | $3,682 |  | $1,000 |
| Provision\tfor\tsettled\tlegal\tmatters | 1,180 |  | 1,941 |
| Provision\tfor\tunsettled\tlegal\tmatters | 290 |  | 714 |
| Bank\tco-defendants'\tobligation\tto\tAmerican\tExpress (1) | — |  | 185 |
| Insurance\tRecovery | — |  | (2) |
| Interest\taccretion\ton\tsettled\tmatters | 131 |  | 75 |
| Payments\ton\tsettled\tmatters | (1,525) |  | (231) |
| Balance\tat\tSeptember\t30 | $3,758 |  | $3,682 |

(1) Visa	Inc.	consolidated	the	initial	payment	to	American	Express	(see	discussion	below)	on	behalf	of	the	five	co-defendant	banks.	The	Company recorded	a	corresponding	receivable	in	prepaid	and	other	current	assets	on	the	Company's	consolidated	balance	sheets	at	September	30,	2007.

# Covered	Litigation

The	following	table	summarizes	the	activity	related	to	covered	litigation	matters	for	the	twelve	months	ended	September	30,	2008	and	2007:

| Balance	at	October	1 | $2,761 | $— |
| :--- | :--- | :--- |
| Provision\tfor\tsettled\tlegal\tmatters | 1,092 | 1,926 |
| Provision\tfor\tunsettled\tlegal\tmatters | 285 | 650 |
| Bank\tco-defendants'\tobligation\tto\tAmerican\tExpress | — | 185 |
| Interest\taccretion\ton\tsettled\tmatters | 68 | — |
| Payments\ton\tsettled\tmatters(1) | (1,270) | — |
| Balance\tat\tSeptember\t30 | $2,936 | $2,761 |

(1) Payments	on	the	Company's	settlement	with	American	Express	included	$1,085	million	funded	through	the	escrow	account	established	by	the Retrospective	Responsibility	Plan	and	$185	million	funded	by	the	five	co-defendant	banks.	The	escrow	funds	are	held	in	money	market investments	with	the	income	earned,	less	the	applicable	taxes,	classified	as	restricted	cash	on	the	Company's	consolidated	balance	sheet.	The amount	of	the	escrow	funds	equivalent	to	the	actual,	undiscounted	amount	of	covered	litigation	payments	expected	to	be	made	beyond	one	year from	the	balance	sheet	date	is	classified	as	a	non-current	asset.	Interest	earned	on	escrow	funds	is	included	in	investment	income,	net,	on	the Company's	consolidated	statement	of	operations.	See	Note	5—Retrospective	Responsibility	Plan,	for	more	information	about	the	Retrospective Responsibility	Plan	and	the	escrow	account.

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.	For	a	description	of	the	Retrospective	Responsibility	Plan,	see	Note	5—Retrospective Responsibility	Plan.

# 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	the	lawsuit	brought	by	the	Department	of	Justice	(DOJ)	in	1998	challenging	Visa's	bylaw	2.10(e)	and	MasterCard's	Competitive	Programs	Policy (CPP).	The	complaint	alleged	that	the	implementation	and	enforcement	of	Visa's	bylaw	2.10(e)	and	MasterCard's	CPP	(which	prohibited	their	respective members	from	issuing	American	Express	or	Discover	cards),	as	well	as	Visa's	"Honor	All	Cards"	rule	(which	required	merchants	that	accept	Visa	cards	to accept	for	payment	every	validly	presented	Visa	card)	and	a	similar	MasterCard	rule	violated	Sections	1	and	2	of	the	Sherman	Act	as	well	as	California's Unfair	Competition	Act	in	an	alleged	market	for	general	purpose	card	network	services	and	an	alleged	market	for	debit	card	network	services.	The complaint	also	challenged	Visa's	no	surcharge	rule	and	a	similar	MasterCard	rule,	under	the	same	statutes.	On	December	10,	2004,	Visa	U.S.A.	and Visa	International	moved	to	dismiss	the	complaint	in	its	entirety	for	failure	to	state	a	claim.	In	lieu	of	filing	its	opposition	papers	to	this	motion,	Discover filed	an	amended	complaint	on	January	7,	2005.	In	the	amended	complaint,	Discover	dropped	some	of	its	claims,	including	its	challenge	against	the	no surcharge	rule	and	its	claims	under	California's	Unfair	Competition	Law,	but	continued	to	allege	that	the	implementation	and	enforcement	of	Visa	U.S.A.'s bylaw	2.10(e),	MasterCard's	CPP	and	the	"Honor	All	Cards"	rule	violated	Sections	1	and	2	of	the	Sherman	Act.	On	June	7,	2007,	Discover	filed	a	Second Amended	Complaint,	which	eliminated	allegations	related	to	the	"Honor	All	Cards"	rule,	dropped	attempted	monopolization	and	monopolization	claims against	MasterCard	and	Visa	International	to	conform	to	the	court's	rulings	on	motions	to	dismiss,	and	made	technical	changes	to	the	names	of	the plaintiffs.

Discover	seeks	damages	in	excess	of	$6	billion	from	Visa	and	MasterCard,	with	any	amount	proven	at	trial	subject	to	trebling,	along	with	attorneys' fees	and	costs.	On	February	7,	2005,	Visa	U.S.A.	and	Visa	International	moved	to	dismiss	Discover's	amended	complaint	in	its	entirety	for	failure	to	state a	claim.	On	April	14,	2005,	the	District	Court	denied,	at	this	stage	in	the	litigation,	Discover's	request	to	give	collateral	estoppel	effect	to	the	findings	in	the DOJ	litigation.	However,	the	District	Court	indicated	that	Discover	may	refile	a	motion	for	collateral	estoppel	after	discovery.

Also	on	April	14,	2005,	and	in	subsequent	rulings,	with	respect	to	the	alleged	market	for	general	purpose	card	network	services,	the	District	Court denied	Visa	U.S.A.'s	motion	to	dismiss	Discover's	Section	1	conspiracy	to	restrain	trade	claims	and	Section	2	monopolization,	attempted	monopolization and	conspiracy	to	monopolize	claims	that	were	based	upon	the	conduct	described	above.	On	October	24,	2005,	the	court	granted	Visa	International's motion	to	dismiss	Discover's	attempted	monopolization	and	monopolization	claims	against	it,	because	plaintiffs	did	not	allege	that	Visa	International individually	had	sufficient	market	share	to	maintain	these	claims.	On	November	9,	2005,	the	court	denied	Visa	U.S.A.	and	Visa	International's	motion	to dismiss	Discover's	claims	based	upon	effects	in	an	alleged	debit	market.	Visa	U.S.A.	and	Visa	International	answered	the	amended	complaint	on November	30,	2005.	Fact	discovery	is	complete.

At	a	hearing	on	April	25,	2007,	the	District	Court	set	a	trial	date	of	September	9,	2008.	The	court	also	established	deadlines	and	procedures	for motions	practice	and	expert	discovery.	On	July	24,	2007,	Discover	served	its	expert's	report	purporting	to	demonstrate	that	it	had	incurred	substantial damages.	Expert	reports	were	served	jointly	by	Visa	U.S.A.	and	Visa	International	on	October	9,	2007.

In	accordance	with	SFAS	No.	5,	Accounting	for	Contingencies,	Visa	U.S.A.	recorded	a	litigation	provision	of	$650	million	related	to	the	Discover	matter	at September	30,	2007.

On	February	15,	2008,	Visa	U.S.A.	and	Visa	International	filed	motions	for	partial	summary	judgment,	challenging	aspects	of	Discover's	damages theory	and	its	debit	monopolization	claims	and	asserting	that	the	statute	of	limitations	barred	Discover's	suit.	Discover	also	filed	a	motion	for	partial summary	judgment,	renewing	its	request	that	the	court	give	collateral	estoppel	effect	to	certain	findings	in	the	DOJ	litigation.	Briefing	on	these	motions was	complete	on	April	25,	2008.	On	June	9,	2008,	the	parties	filed	public	versions	of	the	briefs	with	the	court.

On	April	18,	2008,	the	district	court	ordered	Visa	U.S.A.,	Visa	International,	MasterCard	and	Discover	to	confer	and	stipulate	to	terms	for	non- binding	mediation	of	this	dispute.	The	mediation	was	completed	in	June	2008	and	failed	to	result	in	a	settlement	with	either	Visa	or	MasterCard.

The	district	court	issued	a	scheduling	order	on	July	28,	2008,	moving	the	trial	date	to	October	14,	2008.	The	court	also	established	deadlines	for	a joint	pretrial	statement,	briefing	on	motions	in	limine,	and	other	trial	preparation.

On	July	29,	2008,	Visa	Inc.,	Visa	U.S.A.,	Visa	International,	and	MasterCard	entered	into	a	sharing	agreement	that	sets	forth	each	defendant's proportion	of	any	judgment	or	settlement	in	the	Discover	litigation,	with	the	Visa	share	being	larger,	primarily	based	on	relevant	volumes.

The	district	court	entered	rulings	on	the	parties'	summary	judgment	motions	in	August	2008.	Among	other	things,	the	court	gave	collateral	estoppel effect	to	certain	liability	findings,	dismissed	Discover's	monopolization	claims,	and	dismissed	Discover's	inter-association	conspiracy	claims.	On October	1,	2008,	the	court	granted	Visa's	motion	for	reconsideration	and	declined	to	apply	collateral	estoppel	to	Discover's	claim	that	By-Law	2.10(e) foreclosed	Discover	from	offline	debit.

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	Visa's	class	B	shareholders.	Visa's	net	share	of the	settlement	totals	$1.8	billion.	Beginning	December	15,	2008,	Visa	will	pay	Discover	$472	million	each	quarter	for	four	quarters,	subject	to	Discover's satisfaction	of	certain	quarterly	performance	metrics,	with	all	payments	completed	by	September	30,	2009.	Discover	will	retain	59%	of	the	interest	on these	funds	that	accrues	over	the	course	of	the	payments.	$1.74	billion	of	Visa's	share	of	the	settlement	will	be	paid	from	the	escrow	account	established by	the	Retrospective	Responsibility	Plan.	See	Note	5—Retrospective	Responsibility	Plan.	Visa	Inc.	will	pay	$80	million	toward	Visa's	share	in	connection with	releases	obtained	from	MasterCard	with	respect	to	the	Settlement	Service	Fee	litigation	and	other	potential	claims.	Visa	Inc.	will	also	pay	an additional	$65	million,	which	will	be	refunded	by	Morgan	Stanley	under	a	separate	agreement	related	to	the	settlement.	The	Company's	results	of operations	reflect	a	provision	of	$1.8	billion	for	the	settlement.

# The	American	Express	Litigation

On	November	15,	2004,	American	Express	filed	a	complaint	against	Visa	U.S.A.,	Visa	International,	MasterCard	and	eight	Visa	U.S.A.	and	Visa International	member	financial	institutions	(JPMorgan	Chase	&	Co.,	Bank	of	America	Corporation,	Capital	One	Financial	Corp.,	U.S.	Bancorp,

Household	International	Inc.,	Wells	Fargo	&	Company,	Providian	Financial	Corp.	and	U.S.A.A.	Federal	Savings	Bank).	Subsequently,	U.S.A.A.	Federal Savings	Bank,	Bank	of	America	Corp.	and	Household	International	Inc.	announced	settlements	with	American	Express	and	were	dismissed	from	the case.	The	complaint,	which	was	filed	in	the	U.S.	District	Court	for	the	Southern	District	of	New	York,	was	designated	as	a	related	case	to	the	DOJ litigation	and	was	assigned	to	the	same	judge.	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	in	an	alleged	market	for	general	purpose	card	network	services	and	an	alleged	market for	debit	card	network	services.

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	will	be	made	on	or	before	March	31,	2008,	including	$945	million	from Visa	Inc.	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	payments	are	contingent	upon	the	performance	of	American Express's	United	States	global	network	services	(GNS)	business	and	will	be	in	an	amount	equal	to	5%	of	American	Express's	United	States	GNS	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. Future	payments	discounted	to	$1.9	billion	using	a	rate	of	4.72%	over	the	payment	term	is	reflected	in	current	and	long-term	accrued	litigation	obligation on	the	consolidated	balance	sheet	at	October	1,	2007.	The	settlement	will	be	covered	by	the	Retrospective	Responsibility	Plan.	See	also	Note	5— Retrospective	Responsibility	Plan.

On	March	31,	2008,	the	initial	payment	to	American	Express	of	$1.13	billion	described	in	the	settlement	agreement	was	made	by	Visa	Inc.	Of	this amount,	$945	million	was	funded	through	the	litigation	escrow	account	established	under	the	Retrospective	Responsibility	Plan,	and	$185	million	was funded	by	the	five	co-defendant	banks.	American	Express	has	met	the	performance	criteria	set	forth	in	the	settlement	agreement	for	each	quarter, including	the	fourth	fiscal	quarter	of	fiscal	2008,	and	Visa	made	each	of	the	corresponding	settlement	payments.	See	Note	5—Retrospective Responsibility	Plan.

# The	Attridge	Litigation

On	December	8,	2004,	a	complaint	was	filed	in	California	state	court	on	behalf	of	a	putative	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	Competitive	Programs	Policy	constitute	unlawful	restraints	of	trade	under	the	federal	antitrust	laws.	After	the	plaintiff twice	amended	his	complaint,	Visa	U.S.A.,	Visa	International	and	MasterCard	demurred	to	(moved	to	dismiss)	the	complaint	and,	at	a	hearing	on November	2,	2005,	the	court	dismissed	plaintiff's	claims	with	leave	to	amend.	On	December	2,	2005,	the	plaintiff	filed	a	third	amended	complaint.	The defendants	again	demurred	to	(moved	to	dismiss)	that	complaint.	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.	On June	19,	2006,	Visa	U.S.A.	and	Visa	International	answered	the	third	amended	complaint.	On	December	14,	2007,	the	plaintiff	amended	his	complaint	to add	Visa	Inc.	as	a	defendant.	No	new	claims	were	added	to	the	complaint.

Defendants	filed	a	motion	for	summary	judgment	on	the	remaining	causes	of	action	on	November	7,	2008.	No	trial	date	has	been	set.

# The	Interchange	Litigation

Kendall.	On	October	8,	2004,	a	purported	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	fees	contravene	the	Sherman	Act	and	the	Clayton	Act	(Kendall	v.	Visa	U.S.A.	Inc.,	et	al .).	The	plaintiffs	seek	treble	damages	in an	unspecified	amount,	attorneys'	fees	and	an	injunction	against	Visa	U.S.A.	and	MasterCard	from	setting	interchange	and	engaging	in	joint	marketing activities,	which	plaintiffs	allege	include	the	purported	negotiation	of	merchant	discount	rates	with	certain	merchants.	On	November	19,	2004,	Visa	U.S.A. filed	an	answer	to	the	complaint.	The	plaintiffs	filed	an	amended	complaint	on	April	25,	2005.	Visa	U.S.A.	moved	to	dismiss	the	complaint	for	failure	to state	a	claim	and,	in	the	alternative,	also	moved	for	summary	judgment	with	respect	to	certain	of	the	claims.	On	July	25,	2005,	the	court	issued	an	order granting	Visa	U.S.A.'s	motion	to	dismiss	and	dismissed	the	complaint	with	prejudice.	On	August	10,	2005,	the	plaintiffs	filed	a	notice	of	appeal.	Appellate briefing	is	complete	and	the	Ninth	Circuit	Court	of	Appeal	heard	oral	argument	on	June	11,	2007.

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.

Multidistrict	Litigation	Proceedings	(MDL).	On	May	6,	2005,	a	purported	class	action	lawsuit	was	filed	by	a	merchant,	Animal	Land,	Inc.,	against Visa	U.S.A.	in	the	U.S.	District	Court	for	the	Northern	District	of	Georgia,	alleging	that	Visa	U.S.A.'s	no-surcharge	rule	violates	Sections	1	and	2	of	the Sherman	Act.	Plaintiff	alleges	that	under	the	no-surcharge	rule,	merchants	are	not	permitted	to	pass	along	to	cardholders	a	discrete	surcharge	to	account for	the	fees	that	the	merchant	pays	in	connection	with	Visa-branded	payment	card	transactions.	Plaintiff	alleges	that	this	rule	causes	the	fees	paid	by merchants	to	be	supracompetitive.	The	suit	seeks	treble	damages	in	an	unspecified	amount,	attorneys'	fees	and	injunctive	relief.	The	Animal	Land	case has	been	transferred	to	the	multidistrict	litigation	proceedings	and	is	included	in	the	First	Amended	Class	Action	Complaint	discussed	below.

On	June	22,	2005,	a	purported	class	action	lawsuit	was	filed	by	a	group	of	merchants	in	the	U.S.	District	Court	of	Connecticut	against	MasterCard, Visa	U.S.A.,	Visa	International	and	a	number	of	Visa	U.S.A.	and	Visa	International	member	financial	institutions	alleging,	among	other	things,	that	Visa's and	MasterCard's	purported	setting	of	interchange	fees	violates	Section	1	of	the	Sherman	Act.	In	addition,	the	complaint	alleges	Visa's	and	MasterCard's purported	tying	and	bundling	of	transaction	fees	also	constitutes	a	violation	of	Section	1	of	the	Sherman	Act.	Since	the	filing	of	this	complaint,

there	have	been	approximately	48	similar	complaints,	all	but	10	of	which	were	styled	as	class	actions,	filed	on	behalf	of	merchants	against	Visa	U.S.A. and	MasterCard,	and	in	some	cases,	certain	Visa	U.S.A.	and	Visa	International	member	financial	institutions,	in	U.S.	federal	courts.	Visa	International was	named	as	a	defendant	in	more	than	30	of	these	complaints.	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	(Multidistrict	Litigation 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	litigations	also	seek treble	damages	in	an	unspecified	amount	(although	several	of	the	complaints	allege	that	the	plaintiffs	expect	that	damages	will	range	in	the	tens	of billions	of	dollars),	as	well	as	attorneys'	fees	and	injunctive	relief.

Visa	U.S.A.	and	Visa	International	answered	the	First	Consolidated	Amended	Class	Action	Complaint	and	the	individual	merchant	complaints	on June	9,	2006.	On	July	10,	2007,	pursuant	to	a	joint	request	by	the	parties,	the	court	entered	a	scheduling	order	setting	deadlines	for	completion	of	fact discovery	to	June	30,	2008	and	expert	discovery	to	February	20,	2009	and	for	filing	all	summary	judgment	and	other	pretrial	motions	by	March	27,	2009.

As	part	of	the	Retrospective	Responsibility	Plan,	Visa	Inc.	entered	into	a	judgment	sharing	agreement	with	Visa	U.S.A.,	Visa	International	and certain	member	financial	institutions	of	Visa	U.S.A.	on	July	1,	2007.

On	September	7,	2007,	the	Magistrate	Judge	issued	a	Report	and	Recommendation	to	the	district	court	recommending	that	the	district	court	grant the	defendants'	motion	to	dismiss	the	class	plaintiffs'	claims	for	damages	incurred	prior	to	January	1,	2004.	On	October	12,	2007,	the	Magistrate	Judge granted	putative	class	plaintiffs'	request	to	brief	the	issue	of	whether	the	Report	and	Recommendation	would	affect	the	claims	of	non-party	members	of the	putative	class	that	opted	out	of	the	In	re	Visa	Check/	MasterMoney	Antitrust	Litigation 	class	action.	Following	the	submissions,	the	Magistrate	Judge declined	plaintiffs'	request	to	advise	on	that	issue.	Putative	class	plaintiffs	filed	objections	to	the	Report	and	Recommendation	on	November	14,	2007, and	defendants	filed	their	responses	to	those	objections	on	December	13,	2007.	On	January	8,	2008,	the	court	adopted	the	Magistrate	Judge's	Report and	Recommendation	without	modification,	dismissing	the	class	plaintiffs'	claims	for	damages	incurred	prior	to	January	1,	2004.

The	court	entered	a	revised	case	management	schedule	on	March	13,	2008,	setting	deadlines	for	class	certification	briefing,	expert	discovery	and dispositive	motions,	and	extending	fact	discovery	to	October	15,	2008.	On	May	8,	2008,	putative	class	plaintiffs	served	on	defendants	a	motion	seeking to	certify	a	class	of	merchants.	Once	briefing	on	the	class	certification	issue	is	complete,	all	briefs	will	be	filed	with	the	court.

On	May	23,	2008,	putative	class	plaintiffs	filed	a	pre-motion	letter	seeking	leave	of	court	to	file	a	Second	Consolidated	Amended	Class	Action Complaint.	Among	other	things,	this	complaint	would:	(i)	add	new	claims	for	damages	and	injunctive	relief	against	Visa	and	the	bank	defendants regarding	interchange	fees	for	Visa	online/PIN	debit	cards;	(ii)	add	new	claims	for	damages	and	injunctive	relief	against	Visa	and	the	bank	defendants since	the	time	of	Visa's	Initial	Public	Offering	regarding

interchange	fees	for	Visa's	credit,	offline	debit,	and	online/PIN	debit	cards;	(iii)	eliminate	claims	for	damages	relating	to	the	so-called	"no-surcharge"	rule and	"anti-steering"	rules;	and	(iv)	eliminate	claims	for	damages	based	on	the	alleged	tie	of	network	processing	services	and	payment	guarantee	services to	the	payment	card	system	services.	All	defendants	but	one	bank	defendant	agreed	not	to	oppose	putative	class	plaintiffs'	request.	On	September	18, 2008,	the	court	granted	putative	class	plaintiffs'	motion	to	file	the	Second	Consolidated	Amended	Class	Action	Complaint.

The	court	entered	revised	case	management	schedules	in	August	and	September	2008,	setting	deadlines	for	class	certification	briefing,	expert discovery	and	dispositive	motions	and	extending	fact	discovery	to	November	21,	2008.	On	October	6,	2008,	the	defendants	filed	an	opposition	to	the motion	for	class	certification.

# Retailers'	Litigation

Commencing	in	October	1996,	several	class	action	suits	were	brought	by	a	number	of	U.S.	merchants	against	Visa	U.S.A.	and	MasterCard challenging	certain	aspects	of	the	payment	card	industry	under	U.S.	federal	antitrust	laws.	Those	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,	Visa	U.S.A.	signed	a	settlement agreement	to	settle	the	claims	brought	by	the	plaintiffs	in	this	matter,	which	the	court	approved	on	December	19,	2003.	Pursuant	to	the	settlement agreement,	Visa	agreed	to	modify	its	"Honor	All	Cards"	rule	such	that,	effective	January	1,	2004,	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.	After	appellate	issues	were	resolved,	the	settlement	became	final.	Settlement	funds	are	now	being	distributed	to	the class.

# Retailers'	"Opt-Outs"

Several	lawsuits	were	commenced	by	merchants	that	opted	not	to	participate	in	the	plaintiff	class	in In	re	Visa	Check/MasterMoney	Antitrust Litigation.	The	majority	of	these	cases	were	filed	in	the	U.S.	District	Court	for	the	Eastern	District	of	New	York.	Visa	U.S.A.	has	entered	into	separate settlement	agreements	with	all	but	one	of	these	plaintiffs	resolving	their	claims,	and	the	District	Court	has	entered	orders	dismissing	with	prejudice	each of	those	plaintiffs'	complaints	against	Visa	U.S.A.	Only	the	action	brought	by	GMRI,	Inc.	against	Visa	U.S.A.	remains	pending.	On	May	14,	2007,	the plaintiff	in	the	GMRI,	Inc.	case	sought	to	amend	its	complaint	and	consolidate	the	case	with	Multidistrict	Litigation	1720.	Visa	U.S.A.,	Visa	International and	several	of	their	member	financial	institutions	named	as	defendants	in	Multidistrict	Litigation	1720	opposed	the	plaintiff's	motion.	On	June	1,	2007,	the plaintiff	withdrew	its	request.	On	June	22,	2007,	GMRI,	Inc.	filed	suit	against	Visa	International	and	various	member	financial	institutions	of	Visa	U.S.A. and/or	Visa	International	in	the	U.S.	District	Court	for	the	District	of	Minnesota,	alleging	both	the	merchant	opt-out	claims	at	issue	in	GMRI,	Inc.'s	suit against	Visa	U.S.A.	and	a	number	of	the	claims	set	forth	in	the	class	complaint	filed	in	Multidistrict	Litigation	1720	relating	to	interchange	and	Visa	rules. On	February	5,	2008,	the	U.S.	District	Court	for	the	District	of	Minnesota	approved	GMRI,	Inc.'s	voluntary	dismissal	of	that	action.	In	2003,	Visa	U.S.A. established	a	litigation	provision	for	the	GMRI,	Inc.	case	based	on	a	calculation	of	what	GMRI,	Inc.	would	have	received	under	the	settlement	of	In	re Visa	Check/MasterMoney	Antitrust	Litigation	if	GMRI,	Inc.	had

not	opted	out	of	that	settlement.	In	December	2007,	GMRI,	Inc.	and	Visa	U.S.A.	agreed	in	principle	to	resolve	the	claims	brought	against	Visa	U.S.A.	and Visa	International	through	binding	mediation.	GMRI,	Inc.	and	Visa	U.S.A.	participated	in	the	binding	mediation	session	in	March	2008	and	are	now negotiating	the	non-financial	terms	of	a	settlement	agreement.

# "Indirect	Purchaser"	Actions

In	addition,	complaints	have	been	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	putative	classes	of	consumers.	The	claims	in	these actions	largely	mirror	the	allegations	made	in	the	U.S.	merchant	lawsuit	and	assert	that	merchants,	faced	with	excessive	merchant	discount	fees,	have passed	on	some	portion	those	fees	to	consumers	in	the	form	of	higher	prices	on	goods	and	services	sold.	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	parties	are	awaiting	a	decision	on	Visa	U.S.A.'s	motion	to	dismiss	in	New	Mexico.

In	California,	the	court	granted	Visa	U.S.A.	and	Visa	International's	demurrer,	or	motion	to	dismiss,	with	respect	to	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.	Visa U.S.A.	and	Visa	International	subsequently	filed	a	motion	for	judgment	on	the	pleadings	seeking	dismissal	of	those	latter	claims	in	light	of	the	Proposition 64	amendments	to	the	Unfair	Competition	Law.	After	oral	argument,	the	court	denied	this	motion	on	March	6,	2007.	The	California	Court	of	Appeal rejected	a	petition	seeking	immediate	review	of	that	decision	on	June	7,	2007.	On	July	24,	2007,	a	case	management	conference	was	held	at	which	the court	permitted	certain	further	discovery	and	agreed	to	address	plaintiffs'	proposed	motion	for	collateral	estoppel	with	respect	to	certain	elements	of	a "tying"	claim	based	on	statements	in	the	decision	on	cross-motions	for	summary	judgment	in	In	re	Visa	Check/MasterMoney	Antitrust	Litigation .	On October	31,	2007,	the	court	denied	the	plaintiffs'	collateral	estoppel	motion.	On	October	3,	2008,	the	parties	agreed	to	confidential	settlement	terms	to resolve	the	dispute	and	are	negotiating	a	settlement	agreement	that	will	be	subject	to	court	approval.	The	amount	of	the	settlement	is	not	material	to	the Company's	financial	statements	taken	as	a	whole.

In	West	Virginia,	the	action	was	brought	against	Visa	U.S.A.	by	West	Virginia's	attorney	general	as	 parens	patriae	for	West	Virginia	consumers. The	court	denied	Visa	U.S.A.'s	motion	for	summary	judgment	on	October	14,	2005.	On	February	14,	2006,	Visa	U.S.A.	answered	the	West	Virginia complaint	and	the	parties	began	discovery.	On	April	10,	2007,	the	court	issued	a	stay	of	discovery	pending	its	ruling	on	an	antitrust	standing	issue.	On April	27,	2007,	Visa	U.S.A.	and	the	State	of	West	Virginia	reached	an	agreement	in	principle	to	settle	all	claims	against	Visa	U.S.A.	A	loss	provision	was recorded	in	Visa	U.S.A.'s	consolidated	statements	of	operations	in	connection	with	this	settlement.	At	a	hearing	on	June	2,	2008,	the	court	approved	a notice	and	exclusion	plan	for	the	settlement	with	the	state	of	West	Virginia.	At	a	hearing	on	August	20,	2008,	the	court	granted	final	approval	of	the settlement	and	reserved	for	later	resolution	only	an	application	by	West	Virginia's	counsel	for	attorneys'	fees	and	costs	not	to	exceed	the	amount	agreed upon	in	the	settlement.	The	court's	order	and	final	judgment	approving	the	settlement	and	dismissing	all	claims	against	Visa	U.S.A.	with	prejudice	was entered	on	August	22,	2008.

# Department	of	Justice	Antitrust	Case	and	Related	Litigation

In	October	1998,	the	U.S.	Department	of	Justice,	or	DOJ,	filed	suit	against	Visa	U.S.A.,	Visa	International	and	MasterCard	in	the	U.S.	District	Court for	the	Southern	District	of	New	York	alleging	that	both	Visa	U.S.A.'s	and	MasterCard's	governance	structures	and	policies	violated	U.S.	federal	antitrust laws.	On	October	9,	2001,	the	District	Court	issued	an	opinion	upholding	the	legality	and	pro-competitive	nature	of	"dual	governance,"	the	situation	where an	employee	of	a	member	financial	institution	also	serves	on	the	board	of	directors	of	Visa	U.S.A.	or	MasterCard	while	a	portion	of	its	card	portfolio	is issued	under	the	brand	of	the	other	association.	However,	the	court	also	held	that	Visa	U.S.A.'s	bylaw	2.10(e),	which	prohibited	Visa	members	from issuing	American	Express	or	Discover	cards,	and	a	similar	MasterCard	rule	constituted	unlawful	restraints	of	trade	under	the	federal	antitrust	laws.

On	November	26,	2001,	the	court	issued	a	final	judgment	that	ordered	Visa	U.S.A.	to	repeal	bylaw	2.10(e)	and	enjoined	Visa	U.S.A.	and	Visa International	from	enacting	or	enforcing	any	bylaw,	rule,	policy	or	practice	that	prohibits	its	issuers	from	issuing	general	purpose	credit	or	debit	cards	in the	United	States	on	any	other	general	purpose	card	network.	The	final	judgment	also	allowed	some	Visa	issuers	to	terminate	their	issuance agreements.	The	final	judgment	imposed	parallel	requirements	on	MasterCard.	After	all	appeals	were	exhausted,	the	final	judgment	became	effective	by court	order	on	October	15,	2004.

# Settlement	Service	Fee	Litigation

On	January	10,	2005,	MasterCard	filed	a	motion	in	the	U.S.	District	Court	for	the	Southern	District	of	New	York	in	connection	with	the	DOJ litigation,	renewing	an	earlier	challenge	to	a	Visa	U.S.A.	bylaw	that	provides	for	a	settlement	service	fee.	To	ensure	payment	of	Visa	U.S.A.'s	settlement obligation	in	the	In	re	Visa	Check/	MasterMoney	Antitrust	Litigation	case,	Visa	U.S.A.	adopted	the	settlement	service	fee	bylaw	in	June	2003.	The	bylaw provided	that	the	settlement	service	fee	is	to	be	paid	by	certain	Visa	U.S.A.	members	that	shift	a	substantial	portion	of	their	offline	debit	volume	to another	debit	brand	unless	that	shift	is	to	the	American	Express	or	Discover	brands.	MasterCard	contended	that	the	settlement	service	fee	violated	the final	judgment	in	the	DOJ	litigation	by	effectively	prohibiting	Visa	U.S.A.	members	from	issuing	MasterCard	debit	cards.

On	August	18,	2005,	the	court	issued	an	order	appointing	a	special	master	to	hear	evidence	regarding	MasterCard's	challenge.	An	evidentiary hearing	before	the	special	master	occurred	in	December	2005.	In	July	2006,	the	special	master	submitted	his	Findings	of	Fact	and	Conclusions	of	Law	to the	court,	in	which	he	concluded	that	Visa	U.S.A.	did	not	violate	the	final	judgment	in	the	DOJ	action	before	October	15,	2004—the	effective	date	of	the Final	Judgment—but	that	Visa	U.S.A.	did	violate	the	final	judgment	by	continuing	to	enforce	the	settlement	service	fee	after	October	15,	2004.	Visa U.S.A.	filed	objections	to	the	special	master's	report	and	MasterCard	asked	the	court	to	adopt	the	special	master's	findings	and	conclusions.	The	court heard	oral	argument	with	respect	to	the	proper	scope	of	any	remedy	on	April	23,	2007.

On	June	7,	2007,	the	court	issued	an	Opinion	and	Order	holding	that	the	settlement	service	fee	violated	the	final	judgment	in	the	DOJ	case	as	of October	15,	2004.	On	June	15,	2007,	the	court	issued	an	Amended	Opinion	and	Order,	clarifying	the	remedy	in	the	ruling.	First,	the	court	ordered	Visa U.S.A.	to	repeal	the	settlement	service	fee	bylaw.	Second,	the	court	gave	any	Visa	U.S.A.	debit	issuer	subject

to	the	settlement	service	fee	prior	to	its	repeal	that	entered	into	an	agreement	that	includes	offline	debit	issuance	with	Visa	U.S.A.	on	or	after	June	20, 2003	the	right	to	terminate	its	agreement,	provided	that	the	issuer	has	entered	into	an	agreement	to	issue	MasterCard	branded	debit	cards	and	the	issuer repays	to	Visa	U.S.A.	any	unearned	benefits	or	financial	incentives	under	its	Visa	U.S.A.	agreement.	On	June	13,	2007,	the	parties	entered	into	an agreement	to	toll	the	statute	of	limitations	on	certain	potential	claims	MasterCard	may	have	against	Visa	U.S.A.	in	connection	with	the	settlement	service fee.

Pursuant	to	the	court's	order,	the	settlement	service	fee	bylaw	was	rescinded	as	of	the	effective	date	of	the	order.	On	June	29,	2007,	Visa	U.S.A. filed	a	notice	of	appeal	to	the	Second	Circuit	Court	of	Appeals.	Visa	U.S.A.	also	sought	a	stay	pending	appeal	as	to	the	contract	termination	portion	of	the court's	remedy,	which	the	District	Court	denied.

On	August	17,	2007,	Discover	Financial	Services	and	DFS	Services	LLC	(collectively,	Discover)	moved	the	District	Court	to	intervene	in	the settlement	service	fee	matter.	Discover	also	sought	to	have	the	District	Court	modify	its	June	15,	2007	order	to	(1)	extend	the	contract	termination remedy	to	issuers	entering	into	agreements	with	Discover;	and	(2)	void	certain	provisions	of	Visa	U.S.A.'s	debit	agreements.	The	court	denied	Discover's motion	on	October	12,	2007.	On	September	11,	2007,	Discover	filed	a	motion	to	intervene	in	the	settlement	service	fee	case	in	the	Second	Circuit	and asked	the	Second	Circuit	to	remand	the	case	to	the	District	Court.	Visa	U.S.A.	opposed	Discover's	motion.	Briefing	is	complete	but	no	decision	has	been issued	by	the	Second	Circuit.	The	U.S.	Court	of	Appeals	for	the	Second	Circuit	proposed	that	oral	argument	on	Visa's	appeal	take	place	the	week	of June	23,	2008.	At	the	request	of	the	parties,	the	Second	Circuit	adjourned	the	oral	argument	scheduled	for	June.

In	July	2008,	Visa	received	from	MasterCard	a	full	release	of	certain	potential	claims	MasterCard	may	have	against	Visa	U.S.A.	in	connection	with the	settlement	service	fee	and	other	matters.	Visa	agreed	to	withdraw	its	appeal	of	the	district	court's	order	in	the	settlement	service	fee	litigation.	The Second	Circuit	entered	the	withdrawal	with	prejudice	on	August	5,	2008.

# 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.	On	March	2,	2007,	Visa	International	filed	statements	of	defense	in	both	cases,	denying	liability	for	any	cause	of	action.	Both	cases were	transferred	to	the	commercial	list	at	the	High	Court	in	Auckland	in	April	2007.	The	court	approved	a	timetable	for	initial	discovery	and	other procedural	matters	in	June	2007;	such	discovery	is	now	proceeding.	In	March	2008,	the	court	set	a	trial	date	in	October	2009	for	this	matter.

# 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	v.	Visa	International	Corp.	(sic),	et	al.).	Plaintiffs	claimed	Visa's	currency conversion	practices	violated	California	Business	&	Professions	Code	Section	17200,	and	sought	injunctive	relief	and	restitution.	Additional	California state	currency	conversion	class	actions	were	filed	against	Visa	U.S.A.	and	Visa	International.	Shrieve	v.	Visa	U.S.A.	Inc.,	et	al.	 alleged	that	Visa	had	a duty	to	inform	cardholders	using	debit	cards	overseas	of	the	existence	of	the	1%	currency	conversion	fee.	Mattingly	v.	Visa	U.S.A.	Inc.,	et	al .	alleged	Visa had	a	duty	to	inform	cardholders	using	credit	cards	overseas	of	the	existence	of	the	1%	currency	conversion	fee.	Baker	v.	Visa	International	Corp.	(sic), et	al.	challenged	Visa	International's	calculation	of	currency	conversion	rates	and	the	disclosure	of	those	rates.	All	plaintiffs	sought	restitution	and injunctive	relief.

Visa	U.S.A.,	Visa	International,	MasterCard,	Citicorp	Diners	Club,	Inc.	(Diners	Club)	and	several	Visa	U.S.A.	and	Visa	International	member financial	institutions,	and	in	some	cases	their	affiliates	and	parents,	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.	Pursuant	to	orders	of	the	Judicial	Panel	on	Multidistrict	Litigation,	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,	the defendants,	which	include	Visa	U.S.A.,	Visa	International,	MasterCard,	Citicorp	Diners	Club	Inc.	and	several	banks,	will	pay	$336.0	million	to	settle monetary	claims	by	eligible	cardholders,	the	costs	of	administering	the	settlement	and	notice	to	cardholders	and	any	court-approved	fees	and	expenses to	attorneys	for	the	class	and	awards	to	the	class	representatives.	Visa	U.S.A.	and	Visa	International's	portion	of	the	settlement	payment,	which	has already	been	paid	into	a	settlement	fund,	is	approximately	$100.1	million.	In	addition,	Visa	U.S.A.	and	Visa	International	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.	As	part	of	this	settlement,	plaintiffs	in	Shrieve	and	Mattingly 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.	Visa	U.S.A.,	Visa	International	and	MasterCard	further	agreed	to	pay	$32.0	million	in	attorneys'	fees	to	resolve	Schwartz.	Visa U.S.A.	and	Visa	International's	portion	of	this	payment	is	approximately	$18.6	million,	which	was	paid	into	a	settlement	fund	in	September	2007.

Finally,	Visa	U.S.A.	and	Visa	International	entered	into	a	settlement	in	 Baker.	Under	the	terms	of	this	settlement	agreement,	the	parties	agreed	to undertake	their	best	efforts	to	secure	certain	changes	to	the	notice	of	settlement	to	be	provided	to	class	members	in	MDL	1409,	and	plaintiffs	agreed	not to	object	or	otherwise	oppose	approval	of	the	MDL	settlement	agreement.	Upon	final	approval	of	the	MDL	settlement	agreement,	plaintiffs	shall	seek	to dismiss	Baker.	If	Baker	is	dismissed,	Visa	U.S.A.	and	Visa	International	shall	pay	$1	million	plus	interest	from	September	14,	2006	as	attorneys'	fees	and costs.	If,	however,	within	60	days	of	final	approval	of	the	MDL	settlement	agreement,	Baker	has	still	not	been	dismissed,	Visa	U.S.A.	and	Visa International	shall	pay	$500,000	plus	interest	from	September	14,	2006	as	attorneys'	fees	and	costs.

On	November	8,	2006,	the	court	in	MDL	1409	issued	an	order	preliminarily	approving	the	MDL	settlement	agreement.	Among	other	things,	this order	created,	for	settlement	purposes	only,	a	Settlement	Damages	Class	consisting	of	holders	of	U.S.	issued	Visa-	or	MasterCard-branded	credit

and	debit	cards	or	Diners	Club-branded	credit	cards	who	used	their	cards	to	make	a	foreign	payment	transaction	between	February	10,	1996	and November	8,	2006,	the	Settlement	Damages	Class.	The	court	also	approved,	for	settlement	purposes	only,	the	"Settlement	Injunctive	Class,"	which contains	all	persons	who	held	a	U.S.	issued	Visa-	or	MasterCard-branded	credit	or	debit	card	or	Diners	Club-branded	credit	card	as	of	November	8, 2006.	Charge	cards	are	included	in	the	definition	of	"credit	cards."	On	November	14,	2006,	the	plaintiff	in	one	case	coordinated	with	MDL	1409	(Bildstein v.	MasterCard	International	Incorporated)	filed	a	Notice	of	Appeal	from	the	grant	of	preliminary	approval.

Notice	of	the	settlement	began	in	2007.	In	view	of	concerns	raised	by	putative	class	members,	the	court	appointed	a	special	master	to	work	with the	parties	to	review	and	amend,	as	appropriate,	the	plan	for	class	notice	and	distribution	of	the	settlement	fund	and	to	determine	whether	the	proposed settlement	agreement	is	fair,	adequate	and	reasonable	with	respect	to	all	class	members.	The	special	master	submitted	his	report	on	or	about	July	10, 2007,	and	recommended	that	the	plan	for	notice	and	distribution	of	the	fund	be	modified.	On	August	13,	2007,	the	court	issued	an	order	approving	the claims	procedure	recommended	by	the	special	master.	On	September	24,	2007,	the	court	issued	an	order	approving	the	revised	notices,	claim	forms	and settlement	schedule	submitted	by	the	parties.	Revised	notices	and	claim	forms	will	be	mailed	to	identified	class	members	in	late	November,	and	a revised	publication	notice	will	run	in	late	November	and	early	December.	Class	members	will	have	until	February	14,	2008	to	object	to	or	opt-out	of	the settlement.	The	Court	moved	the	hearing	on	entry	of	Final	Judgment	and	Order	of	Dismissal	to	March	31,	2008.

Based	upon	the	court's	preliminary	approval	of	the	MDL	1409	settlement	and	other	developments,	approximately	$100.1	million	and	$18.6	million have	been	paid	into	a	settlement	funds	to	resolve	these	claims	against	Visa	U.S.A.	and	Visa	International,	and	a	legal	accrual	of	approximately	$1.0 million	has	been	made	for	the	remainder	of	the	settlement	in	connection	with	these	currency	conversion	cases.	Should	the	MDL	settlement	agreement not	receive	final	court	approval,	or	otherwise	terminate,	we	anticipate	that	the	parties	in	all	of	the	Currency	Conversion	Litigation	actions	would	return	to the	status	quo	ante	in	their	respective	actions.

On	February	14,	2008,	the	United	States	Department	of	Justice	filed	an	objection	on	behalf	of	the	United	States	to	the	settlement.	Among	other things,	the	objection	states	that	the	United	States	is	not	a	member	of	the	class	covered	by	the	settlement.	Thus,	any	claims	that	the	United	States	may have	against	Visa	or	its	member	banks	relating	to	foreign	transactions	will	not	be	released	by	the	settlement.	On	May	20,	2008	and	June	4,	2008,	the Department	of	Justice	submitted	letters	to	the	court	related	to	its	pending	objection.

On	March	31,	2008,	the	court	held	a	hearing	on	whether	to	approve	the	settlement	and	enter	the	Final	Judgment	and	Order	of	Dismissal.	The matter	remains	under	submission.

# 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. The	European	Commission	filed	a	defence	on	June	9,	2008	and	Visa	International	and	Visa	Europe	filed	their	rejoinder	on	September	29,	2008.	Pursuant to	existing	agreements,	Visa	Europe	has	acknowledged	full	responsibility	for	the	defense	of	this	action,	including	any	fines	that	may	be	payable.

# Parke	Litigation

On	June	27,	2005,	a	purported	consumer	and	merchant	class	action	was	filed	in	California	state	court	against	Visa	U.S.A.,	Visa	International, MasterCard,	Merrick	Bank	and	CardSystems	Solutions,	Inc.	The	complaint	stems	from	a	data-security	breach	at	CardSystems,	a	payment	card processor	that	handled	Visa	and	other	payment	brand	transactions.	The	complaint	alleges	that	Visa	U.S.A.	and	Visa	International's	failure	to	inform cardholders	of	the	CardSystems	breach	in	a	timely	manner	constitutes	an	unlawful	and/or	unfair	business	practice	under	California's	Unfair	Competition Law	and	violates	California's	statutory	privacy-notice	law.	In	August	2005,	the	court	denied	the	plaintiffs'	application	for	a	temporary	restraining	order, except	with	respect	to	the	defendants'	retention	of	affected	account-identifying	information,	and	in	September	2005	denied	plaintiffs'	motion	for	a preliminary	injunction.	Also	in	September	2005,	the	court	dismissed	the	claims	brought	by	the	merchant	class.	On	November	18,	2005,	the	defendants answered	the	remaining	claims.	Limited	discovery	occurred.

CardSystems	filed	for	bankruptcy	in	U.S.	District	Court	for	the	District	of	Arizona	in	May	2006,	staying	the	litigation	as	to	it.	The	plaintiffs	removed the	case	to	U.S.	District	Court	for	the	Northern	District	of	California	on	August	10,	2006,	and	then	sought	to	transfer	the	case	to	federal	court	in	Arizona. Visa	U.S.A.,	Visa	International	and	MasterCard	moved	for	remand	to	state	court.	On	October	11,	2006,	the	court	granted	the	defendants'	motion	for remand	and	denied	the	plaintiffs'	motion	to	transfer	the	case.	Proceedings	involving	CardSystems	continue	in	the	bankruptcy	court	in	Arizona,	and	the California	state	court	plaintiffs	appear	to	be	pursuing	claims	against	CardSystems	in	that	forum.	The	state	court	in	California	has	not	set	discovery deadlines	or	a	trial	date.	The	parties	are	currently	engaged	in	settlement	negotiations.	The	potential	settlement	amount	is	not	considered	material	to	the Company's	consolidated	financial	statements.

# The	ATM	Exchange	Litigation

On	November	14,	2005,	The	ATM	Exchange	filed	a	complaint	for	money	damages	against	Visa	U.S.A.	and	Visa	International	in	the	U.S.	District Court	for	the	Southern	District	of	Ohio.	The	plaintiff	asserts	claims	of	promissory	estoppel,	negligent	misrepresentation	and	fraudulent	misrepresentation, alleging	that	Visa's	deferment	of	a	July	1,	2004	member	deadline	that	required	newly	deployed	ATMs	to	be	certified	by	a	Visa-	recognized	laboratory	as meeting	certain	PIN-entry	device	testing	requirements	harmed	the	plaintiff	by	reducing	demand	for	its	ATM	upgrade	solution.	The	parties	engaged	in written	discovery,	party	and	third-party	depositions	and	expert	discovery.	On	June	29,	2007,	Visa	U.S.A.	and	Visa	International	filed	motions	for	summary judgment	on	liability	and	damages.	On	July	30,	2007,	the	court	vacated	the	tentative	September	2007	trial	date.	The	court	indicated	that	it	would	set another	trial	date,	if	necessary,	in	its	forthcoming	ruling	on	the	motions	for	summary	judgment.

On	August	14,	2008,	the	district	court	entered	an	order	denying	Visa's	motion	for	summary	judgment	on	liability.	On	October	21,	2008,	the	court denied	Visa's	motion	for	summary	judgment	on	damages.	A	new	trial	date	has	not	been	set.

# District	of	Columbia	Civil	Investigative	Demand

On	January	5,	2007,	the	Office	of	the	Attorney	General	for	the	District	of	Columbia	issued	a	Civil	Investigative	Demand,	or	"CID,"	to	Visa	U.S.A. seeking	information	regarding	a	potential	violation	of	Section	28-4502	of	the	District	of	Columbia	Antitrust	Act.	The	D.C.	Attorney	General's	office	is coordinating	parallel	investigations	by	the	Attorneys	General	of	New	York	and	Ohio.	The	CID	seeks	documents	and	narrative	responses	to	several interrogatories	and	document	requests,	which	focus	on	PIN	debit.	Visa	U.S.A.	continues	to	cooperate	with	the	Attorneys	General	in	connection	with	the CID.

On	July	1,	2008,	Visa	U.S.A.	amended	its	rules	relating	to	the	routing	of	so-called	"PINless	debit"	transactions.	In	conjunction	with	that	change,	the office	of	the	Attorney	General	of	the	District	of	Columbia	has	notified	Visa	U.S.A.	that	it	considers	Visa	U.S.A.	to	have	complied	with	the	CID	issued	on January	5,	2007	and	that	Visa	U.S.A.'s	rule	change	responds	to	concerns	that	led	to	its	investigation.	The	Attorneys	General	of	New	York	and	Ohio,	who were	conducting	parallel	investigations,	have	similarly	notified	Visa	U.S.A.	that	the	rule	change	responds	to	the	concerns	that	led	to	their	investigations.

# U.S.	Department	of	Justice	Civil	Investigative	Demands

On	September	26,	2007,	the	Antitrust	Division	of	the	United	States	Department	of	Justice	(the	"Division")	issued	a	Civil	Investigative	Demand,	or "CID,"	to	Visa	U.S.A.	seeking	information	regarding	a	potential	violation	of	Section	1	or	2	of	the	Sherman	Act,	15	U.S.C.	§§	1,	2.	The	CID	seeks documents,	data	and	narrative	responses	to	several	interrogatories	and	document	requests,	which	focus	on	PIN	debit	and	Visa's	No	Signature	Required program.

On	July	1,	2008,	the	Division	notified	Visa	U.S.A.	that	the	rule	change	announced	by	Visa	U.S.A.	regarding	the	routing	of	PINless	debit	transactions addressed	the	concerns	that	led	the	Division	to	issue	the	CID	on	September	26,	2007.	The	Division	has	closed	this	investigation.

On	September	27,	2007,	the	Division	issued	a	second	CID	to	Visa	U.S.A.,	also	seeking	information	regarding	a	potential	violation	of	Section	1	or	2 of	the	Sherman	Act,	15	U.S.C.	§§	1,	2.	The	CID	seeks	documents	in	response	to	several	requests,	which	focus	on	Visa	U.S.A.'s	agreements	with	banks that	issue	Visa	debit	cards.

On	February	26,	2008,	the	Division	issued	a	third	CID	to	Visa	U.S.A.,	seeking	information	regarding	a	potential	violation	of	the	Final	Judgment, dated	November	26,	2001,	in	United	States	v.	Visa	U.S.A.	Inc.	et	al .,	163	F.Supp.2d	322	(S.D.N.Y.	2001).	The	CID	seeks	documents,	data	and	narrative responses	to	several	interrogatories	and	document	requests,	which	focus	on	alleged	termination	and	waiver	provisions	in	certain	agreements	between Visa	U.S.A.	and	Visa	issuers.

On	October	10,	2008,	the	Division	issued	a	fourth	CID	to	Visa	U.S.A.,	seeking	information	regarding	a	potential	violation	of	Section	1	or	2	of	the Sherman	Act,	15	U.S.C.	§§	1,	2.	The	CID	seeks	documents,	data	and	narrative	responses	to	several	interrogatories	and	document	requests,	which	focus 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.

Visa	U.S.A.	is	cooperating	with	the	Division	in	connection	with	all	CIDs.

# AAA	Antiques	Mall

On	November	13,	2007,	a	putative	class	action	lawsuit	was	filed	in	Maryland	state	court	against	Visa	U.S.A.,	MasterCard	Worldwide,	and	Discover Financial	Services.	Plaintiff	AAA	Antiques	Mall,	Inc.	alleges	that	"credit	card	fees"	assessed	by	defendants	as	to	the	state	tax	portion	of	a	sales transaction	constitute	unjust	enrichment	and/or	intentional	misrepresentation.

On	February	1,	2008,	Visa	U.S.A.	filed	a	motion	for	summary	judgment,	or,	in	the	alternative,	motion	to	dismiss	all	claims	brought	against	it.	The court	granted	Visa	U.S.A.'s	motion	and	dismissed	the	case	against	all	defendants	on	June	12,	2008.

# Hill	Country	Custom	Cycles

Robert	Smith,	individually	and	doing	business	as	Hill	Country	Custom	Cycles,	filed	a	putative	class	action	lawsuit	against	Visa	Inc.,	several	banks, and	a	processor	in	U.S.	District	Court	for	the	Central	District	of	California	on	June	4,	2008.	The	plaintiff	alleges	that,	due	to	fluctuations	in	currency conversion	rates,	a	transaction	disputed	by	a	cardholder	and	ultimately	charged	back	to	a	merchant	by	its	acquiring	bank	(a	"chargeback")	may	result	in	a debit	to	a	merchant's	account	in	excess	of	the	original	transaction	amount.	The	lawsuit	asserts	claims	under	federal	and	state	antitrust	law	and	a	variety of	common	law	claims,	including	fraud	and	breach	of	contract.	On	October	14,	2008,	Visa	Inc.	filed	a	motion	to	dismiss	all	claims	brought	against	it.

# 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.	At	this	early	stage,	it	is	not possible	to	make	any	reasonable	evaluation	of	the	claims	alleged.

# Intellectual	Property	Litigation

# Cryptography	Research

On	September	29,	2004,	Cryptography	Research,	Inc.	("CRI")	filed	suit	against	Visa	International	in	U.S.	District	Court	for	the	North	District	of California	asserting	claims	for	breach	of	contract,	misrepresentation,	and	infringement	of	eight	U.S.	patents.	These	causes	of	action	are	based	upon	CRI's allegations	that	Visa	International	has	improperly	used,	or	induced	others	to	use,	technology	allegedly	developed	by	CRI	for	securing	"Smart	Cards" against	attacks	designed	to	discover	secret	information,	such	as	the	secret	key	for	performing	cryptographic	operations.	On	March	7,	2005,	CRI	filed	an amended	complaint	identifying	claims	for	breach	of	contract,	misrepresentation,	fraud	in	the	inducement	and	infringement	of	the	eight	Patents	in	Suit.	The breach	of	contract,	misrepresentation	and	fraud	in	the	inducement	claims	stem	from	a	September	2,	1998	Intellectual	Property	License	Agreement between	CRI	and	Visa	International.	The	license	agreement	granted	Visa	International	worldwide	rights	to	CRI's	patent	applications	that	ultimately matured	into	the	Patents	in	Suit.

On	March	22,	2007,	CRI	filed	its	Second	Amended	Complaint,	adding	claims	for	breach	of	fiduciary	duty	and	violation	of	Section	1	of	the	Sherman Act	and	California's	Unfair	Competition	Law.	CRI	further	alleges	that	Visa	International	is	liable	under	California's	Cartwright	Act,	Bus.	&	Prof.	Code Sections	16720-70	and	the	California	Business	&	Professions	Code	§§	17200	et	seq.	Visa	International	filed	its	answer	to	the	Second	Amended Complaint	and	related	counterclaims	on	April	23,	2007.

Discovery	in	this	matter	is	currently	ongoing	and	is	scheduled	to	be	completed	on	May	12,	2008.	A	patent	claims	construction	hearing	was	held	on November	8	and	9,	2005.	Four	claims	construction	orders	have	been	issued.	CRI	filed	a	motion	for	reconsideration	of	the	second	order,	and	a	hearing	on that	motion	was	held	September	10,	2007.	No	ruling	on	CRI's	motion	has	been	issued.

CRI	filed	its	Third	Amended	Complaint	on	March	14,	2008.	Visa	International	moved	to	dismiss	the	antitrust	claims	in	the	Third	Amended Complaint,	and	the	Court	has	taken	the	motion	under	submission	without	oral	argument.	On	March	27,	2008,	CRI	sought	leave	to	file	a	supplemental complaint,	in	which	it	would	add	Visa	Inc.	as	an	additional	defendant	to	the	claims	of	patent	infringement,	unfair	competition,	and	antitrust	violations	that were	alleged	against	Visa	International	in	the	Third	Amended	Complaint.	On	May	8,	2008,	the	court	granted	CRI	leave	to	file	the	supplemental	complaint, which	was	served	on	Visa	Inc.	on	May	9,	2008.	Visa	Inc.	filed	a	motion	to	dismiss	the	supplemental	complaint	on	June	30,	2008.

On	September	11,	2008,	the	parties	executed	a	global	settlement	agreement	resolving	the	claims	in	this	case.	The	amount	of	the	settlement	is	not material	to	the	Company's	financial	statements	taken	as	a	whole.

# Vale	Canjeable

On	November	21,	2006,	Vale	Canjeable	Ticketven,	C.A.,	filed	an	action	in	the	Fifth	Municipal	Court	of	Caracas,	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,	Vale Canjeable	Ticketven,	C.A.	also	filed	a	claim	with	the	Fourth	Commercial	Court	of	First	Instance	of	Caracas,	alleging	that	the	defendants	infringed	the plaintiff's	rights	as	the	holder	of	the	trademark	registries	and	requesting	declarative,	injunctive	and	monetary	relief.	The	plaintiff	also	requested	that	the court	order	the	defendants	to	pay	the	legal	costs	and	expenses	related	to	the	judicial	process.

On	November	29,	2006,	the	Fifth	Municipal	Court	of	Caracas	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	the	court's	ruling.	The	objection	was	dismissed	on December	19,	2006	by	the	Fourth	Commercial	Court	of	First	Instance	of	Caracas.	Visa	International	appealed	this	decision,	which	was	denied	in	March 2007.	On	March	21,	2007,	defendants	filed	a	motion	with	the	Fourth	Commercial	Court	of	First	Instance	of	Caracas,	seeking	revocation	of	the	preliminary injunction	granted	by	the	Fifth	Municipal	Court	of	Caracas.	This	motion	was	denied	on	July	11,	2007.	Visa	International	immediately	filed	an	appeal	of	this decision	with	the	Superior	Court.

On	July	26,	2007,	Visa	International	made	a	request	for	the	removal	of	the	First	Instance	Judge	from	the	case	and	such	request	was	granted	on September	25,	2007.	A	new	judge	was	assigned	to	finalize	the	discovery	phase	of	the	case.	On	November	1,	2007,	Visa	International	filed	its	written conclusions	explaining	how	the	evidence	collected	during	discovery	supports	its	arguments.	On	November	21,	2007,	Visa	International	filed	an	appeal	of the	decision	denying	suspension	of	the

preliminary	injunction	with	the	newly	assigned	judge.	The	plaintiff	filed	a	response	to	this	appeal	on	November	26,	2007,	and	Visa	replied	to	that response	on	December	3,	2007.	The	appeal	was	denied	on	December	18,	2007.

On	March	14,	2008,	Visa	International	filed	an	extraordinary	appeal	of	the	preliminary	injunction	ruling	with	the	Commercial	Chamber	of	the Supreme	Court.	On	August	6,	2008,	the	Commercial	Chamber	of	the	Supreme	Court	accepted	Visa	International's	appeal	and	declared	null	and	void	the decision	from	the	Superior	Tribunal	that	dismissed	Visa	International's	earlier	appeal	against	the	preliminary	measures	granted	by	the	First	Instance Tribunal.	Pursuant	to	the	Supreme	Court's	order,	a	new	Superior	Tribunal	will	issue	a	new	decision	on	the	appeal	against	the	preliminary	measures.

# Starpay	and	VIMachine

On	May	8,	2003,	Starpay	and	VIMachine	sued	Visa	U.S.A.	and	Visa	International	in	U.S.	District	Court	for	the	Northern	District	of	Texas,	claiming that	Visa	used	information	provided	by	Starpay	in	2000	to	create	VbV	and	to	file	a	Visa	patent	application	on	the	technology	underlying	VbV.	Two	claims are	asserted:	infringement	of	VIMachine's	patent	and	misappropriation	of	Starpay's	trade	secrets.	On	February	23,	2004,	Visa	U.S.A.	and	Visa International	answered	the	complaint	and	filed	a	counterclaim	for	a	declaratory	judgment	that	Visa	U.S.A.	and	Visa	International	are	not	infringing	the asserted	patent	and/or	that	the	patent	is	invalid.	On	March	16,	2004,	Starpay	filed	its	answer	to	Visa	U.S.A.	and	Visa	International's	counterclaim.

The	Magistrate	Judge	held	hearings	on	the	issue	of	the	construction	of	various	claims	of	the	patent	and	on	January	19,	2006	issued	a	Report	and Recommendation	making	findings	and	recommendations.	In	February	2006,	the	parties	filed	their	respective	objections	to	the	Report	with	the	District Court	Judge.	On	September	10,	2007,	the	District	Court	issued	an	order	resolving	the	parties'	various	objections	and	finalized	the	claim	construction.	The court	has	set	a	schedule	that	calls	for	the	completion	of	discovery	by	April	18,	2008	and	the	filing	of	any	dispositive	motions	by	May	16,	2008.	No	trial date	has	been	set.

On	January	7,	2008,	Visa	U.S.A.	and	Visa	International	filed	a	Motion	for	Partial	Summary	Judgment	of	Non-Infringement	and/or	Invalidity	of	U.S. Patent	No.	5,903,878	("the	'878	patent").	The	motion	was	made	on	the	grounds	that	(1)	the	accused	VbV	system	lacks	the	"unique	transaction	identifier" element	of	the	claims	of	the	'878	patent;	and	(2)	the	'878	patent	is	invalid	in	light	of	at	least	three	prior	art	patents.

The	parties	reached	an	agreement	in	principle	to	settle	the	dispute	in	January	2008.	On	May	16,	2008,	Visa	U.S.A.	and	Visa	International	filed	a Motion	to	Enforce	the	Settlement	Agreement	against	all	parties	to	the	agreement,	including	the	inventor.	Briefing	is	now	complete.	If	the	settlement agreement	is	enforced,	the	amount	of	the	settlement	is	not	material	to	the	Company's	financial	statements	taken	as	a	whole.

# PrivaSys

On	June	20,	2007,	PrivaSys,	Inc.	filed	a	complaint	in	U.S.	District	Court	for	the	Northern	District	of	California	against	Visa	International	and	Visa U.S.A	for	patent	infringement.	PrivaSys	alleges	that	Visa's	contactless	payment	technology	infringes	U.S.	Patent	No.	7,195,154,	which	we	refer	to	as	the '154	patent'),	entitled	"Method	for	Generating	Customer	Secure	Card	Numbers."	Visa	U.S.A.	and	Visa

International	filed	their	respective	answers	and	counterclaims	on	August	21,	2007	alleging	that	Visa	did	not	infringe	the	'154	patent,	that	the	'154	patent	is invalid	and	that	the	patent	is	unenforceable	due	to	inequitable	conduct	and	prosecution	laches.	On	September	28,	2007,	PrivaSys	filed	a	motion requesting	leave	to	file	an	amended	complaint	adding	J.P.	Morgan	Chase	&	Co.	and	Wells	Fargo	&	Co.	as	defendants.	Visa	U.S.A.	and	Visa	International opposed	this	motion	on	October	26,	2007	and	asked	the	court,	in	the	alternative,	to	stay	all	proceedings	against	Visa	issuing	financial	institutions	pending resolution	of	the	issue	of	whether	the	Visa	technology	infringes	the	PrivaSys	patent.	On	November	14,	2007,	the	court	granted	PrivaSys's	motion	for leave	to	file	the	amended	complaint.	On	December	5,	2007,	Visa	U.S.A.	filed	an	answer	to	the	amended	complaint.

The	parties	reached	an	agreement	in	principle	to	settle	the	dispute	in	December	2007.	In	light	of	this	agreement,	on	January	9,	2008	the	court dismissed	the	case	with	prejudice,	provided	that	the	settlement	is	finalized	within	90	days	of	the	dismissal.	The	parties	executed	the	final	settlement agreement	in	February	2008.	The	amount	of	the	settlement	is	not	material	to	the	Company's	financial	statements	taken	as	a	whole.

# 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	infringement	of	four	of	its	patents.	Plaintiff	amended	its	complaint	on	September	27,	2007	to	add	Green	Dot	Corp. as	a	party	and	to	add	a	fifth	patent	to	its	suit.	The	Complaint	now	alleges	that	the	defendants'	"open"	prepaid	card	products	infringe	U.S.	Patent No.	5,621,640	("Automatic	Philanthropic	Contribution	System").	U.S.	Patent	No.	6,112,191	("Method	and	System	to	Create	and	Distribute	Excess	Funds from	Consumer	Spending	Transactions").	U.S.	Patent	No.	6,088,682	("Funds	Distribution	System	Connected	with	Point	of	Sale	Transactions"),	U.S. Patent	No.	6,876,971	("Funds	Distribution	System	Connected	with	Point	of	Sale	Transaction")	and	U.S.	Patent	No.	7,171,370	("Funds	Distribution System	Connected	with	Point	of	Sale	Transactions").	Visa	U.S.A.	filed	a	Motion	to	Dismiss,	or	in	the	Alternative	for	a	More	Definite	Statement,	based on	the	plaintiff's	failure	to	identify	which	products	or	services	offered	by	Visa	U.S.A.	purportedly	infringe	which	of	the	plaintiff's	patents	on	October	12, 2007.	The	court	denied	the	motion	on	October	29,	2007.	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	to	prosecution	laches	and inequitable	conduct.	The	court	issued	an	order	on	December	13,	2007	setting	procedural	deadlines	for	the	claim	construction	and	scheduling	a	Markman hearing	in	May	2008.

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.	On June	18,	2008,	plaintiff	filed	a	notice	of	appeal	to	the	U.S.	Court	of	Appeals	for	the	Federal	Circuit.

# Note	24—Subsequent	Events

In	October	of	2008,	the	Company	redeemed	of	79,748,857	shares	of	class	C	(series	II)	common	stock	and	35,263,585	shares	of	class	C	(series	III) common	stock	held	by	Visa	Europe	for	a	combined	total	$2.7	billion,	less	dividends	and	certain	other	adjustments.	See	Note	4—Visa	Europe	and	Note	16 —Stockholders'	Equity	and	Redeemable	Shares.

On	October	27,	2008,	Visa,	MasterCard	and	Discover	resolved	pending	litigation	by	executing	a	final	settlement	agreement	that	became	effective upon	approval	by	Visa's	Class	B	shareholders.	Visa's	net	share	of	the	settlement	totals	$1.8	billion.	See	Note	23—Legal	Matters.

Under	the	Company's	Retrospective	Responsibility	Plan,	its	class	B	shareholders	will	bear	the	cost	of	funding	the	escrow	account	via	a	further dilutive	adjustment	in	the	conversion	ratio	of	their	class	B	shares	to	shares	of	class	A	common	stock,	reducing	the	total	number	of	diluted	class	A	shares outstanding	for	purposes	of	calculating	EPS.	See	Note	5—Retrospective	Responsibility	Plan.	On	November	14,	2008	the	Company	filed	a	definitive proxy	with	the	Securities	and	Exchange	Commission	seeking	to	amend	its	charter	to	permit	the	deposit	of	operating	cash	directly	into	the	escrow	account with	a	corresponding	reduction	in	the	conversion	ratio	applicable	to	class	B	common	shares.	Funding	the	escrow	account	in	this	manner	would	also effectively	act	as	a	share	repurchase	program.

# 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	2008	for	Visa	Inc.	and	of	fiscal	2007	for	Visa U.S.A.	Inc.:

|  | Quarter	Ended	(unaudited) | Quarter	Ended	(unaudited) | Quarter	Ended	(unaudited) | Quarter	Ended	(unaudited) | Fiscal	Year |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Visa\tInc. | Dec.\t31,\n2007 | Mar.\t31,\n2008 | June\t30,\n2008 | Sept.\t30,\n2008 | 2008\tTotal |
| Operating\trevenues | $1,488 | $1,453 | $1,613 | $1,709 | $6,263 |
| Operating\tincome\t(loss) | 678 | 349 | 648 | (443) | 1,232 |
| Net\tincome\t(loss) | 424 | 314 | 422 | (356) | 804 |
| Basic\tand\tdiluted\tnet\tincome\tper\tshare i | 0.55 | N/A | N/A | N/A | N/A |
| Basic\tnet\tincome\t(loss)\tper\tshare ii |  |  |  |  |  |
| Class\tA\tcommon\tstock | N/A | $0.39 | $0.51 | $ (0.45) | $0.96 |
| Class\tB\tcommon\tstock | N/A | $0.37 | $0.36 | $ (0.32) | $0.85 |
| Class\tC\t(series\tI)\tcommon\tstock | N/A | $0.39 | $0.51 | $ (0.45) | $0.96 |
| Class\tC\t(series\tII)\tcommon\tstock | N/A | $0.30 | $0.12 | $0.12 | $0.79 |
| Class\tC\t(series\tIII\tand\tIV)\tcommon\tstock | N/A | $0.39 | $0.51 | $ (0.45) | $0.96 |
| Diluted\tnet\tincome\t(loss)\tper\tshare |  |  |  |  |  |
| Class\tA\tcommon\tstock | N/A | $0.39 | $0.51 | $ (0.45) | $0.96 |
| Class\tB\tcommon\tstock | N/A | $0.37 | $0.36 | $ (0.32) | $0.85 |
| Class\tC\t(series\tI)\tcommon\tstock | N/A | $0.39 | $0.51 | $ (0.45) | $0.96 |
| Class\tC\t(series\tII)\tcommon\tstock | N/A | $0.30 | $0.12 | $0.12 | $0.79 |
| Class\tC\t(series\tIII\tand\tIV)\tcommon\tstock | N/A | $0.39 | $0.51 | $ (0.45) | $0.96 |

|  | Quarter	Ended	(unaudited) | Quarter	Ended	(unaudited) | Quarter	Ended	(unaudited) | Quarter	Ended	(unaudited) | Fiscal	Year |
| :--- | :--- | :--- | :--- | :--- | :--- |
| iii | Dec.31, | Mar.\t31, | June\t30, | Sept.\t30, |  |
| Visa\tU.S.A.\tInc. | 2006 | 2007 | 2007 | 2007 | 2007\tTotal |
| Operating\trevenues | $845 | $813 | $940 | $992 | $3,590 |
| Operating\tincome\t(loss) | 309 | 271 | 333 | (2,362) | (1,449) |
| Net\tincome\t(loss) | 205 | 180 | 223 | (1,684) | (1,076) |

For	the	three	months	ended	December	31,	2007,	the	Company	did	not	have	any	dilutive	potential	common	shares.	The	stockholders	of	each regional	class	and	series	of	common	stock	are	legally

entitled	to	equal	per	share	distributions	whether	through	dividends	or	upon	liquidation.	The	Company	therefore	presented	a	single	earnings	per share	amount	applicable	to	all	outstanding	classes	of	common	stock	for	period	presented	ending	prior	to	the	IPO.

ii Following	the	IPO,	the	Company	calculated	net	income	per	share	using	the	two-class	method	under	the	guideline	of	SFAS	No.	128	to	reflect	the different	rights	of	each	class	and	series	of	outstanding	common	stock.

iii Historical	balances	for	periods	prior	to	October	1,	2007	represent	balances	for	Visa	U.S.A.	Inc.,	deemed	the	accounting	acquirer	in	the	business combination.	Visa	U.S.A.	Inc.	was	a	non-stock	corporation	and	therefore	there	was	no	comparable	metric	for	net	income	per	share.

# 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	1935,	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,	2008,	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,	2008.	Based	on	management's assessment,	management	has	concluded	that	Company's	internal	control	over	financial	reporting	was	effective	as	of	September	30,	2008	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	or	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	Company's	internal	control	over	financial	reporting	was	effective	as	of September	30,	2008.

The	effectiveness	of	our	internal	control	over	financial	reporting	as	of	September	30,	2008	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	2008,	there	were	no	significant	changes	in	our	internal	controls	over	financial reporting	that	occurred	during	the	year	ended	September	30,	2008	that	have	materially	affected,	or	are	reasonably	likely	to	materially	affect,	the Company's	internal	control	over	financial	reporting.

# ITEM	9B. Other	Information

The	relationship	between	Visa	Europe	and	us	is	governed	by	a	framework	agreement,	which	provides	for	trademark	and	technology	licenses	and bilateral	services.

# The	Trademark	and	Technology	Licenses

We,	together	with	Visa	U.S.A.,	Visa	International	and	Inovant,	as	the	licensors,	have	granted	to	Visa	Europe	exclusive,	irrevocable	and	perpetual licenses	to	use	certain	trademarks	and	technology	owned	by	the	licensors	and	certain	affiliates	within	the	field	of	financial	services,	payments,	related information	technology	and	information	processing	services	and	participation	in	the	Visa	system,	which	we	refer	to	as	the	field.	Visa	Europe's	region	of the	European	Union,	Iceland,	Israel,	Liechtenstein,	Monaco,	Norway,	San	Marino,	Switzerland,	Turkey	and	Vatican	City,	along	with	other	countries specified	in	our	agreement	with	Visa	Europe,	and	any	other	jurisdiction	that	becomes	a	full	member	state	of	the	European	Union	in	the	future.	Visa Europe	may	sublicense	the	Visa	trademarks	and	technology	to	its	members	and	other	sublicensees,	such	as	processors,	for	use	within	Visa	Europe's region	and	in	certain	limited	circumstances,	outside	of	its	region.

From	October	1,	2007	through	November	8,	2007,	the	fee	payable	for	the	licenses	was	$6	million	per	quarter.	Thereafter,	and	through	October	5, 2008,	the	fee	payable	for	the	licenses	was	$142.5	million	per	year,	payable	quarterly,	which	we	refer	to	as	the	quarterly	base	fee,	reduced	by	an	amount equal	to	$1.146	billion	multiplied	by	the	three-month	LIBOR	rate	plus	100	to	200	basis	points.	Thereafter,	the	fee	payable	for	the	licenses	will	be	the quarterly	base	fee.	Beginning	November	9,	2010,	this	fee	will	be	increased	annually	based	on	the	annual	growth	of	the	gross	domestic	product	of	the European	Union.	Between	the	closing	of	our	proposed	initial	public	offering	and	October	5,	2008,	the	quarterly	base	fee	will	be	reduced	by	an	amount equal	to	the	product	of	the	following:	(i)	our	net	proposed	initial	public	offering	price	per	share;	(ii)	the	number	of	class	C	(series	III)	shares	held	by	Visa Europe	that	would	have	been	redeemed	immediately,	but	for	provisions	in	our	amended	and	restated	certificate	of	incorporation	that	permit	Visa	Europe to	that	delay	the	redemption	of	such	shares	until	October	6,	2008	and;	(iii)	the	three-month	LIBOR	rate	plus	100	to	200	basis	points.

Visa	Europe	may,	at	its	option,	license	new	trademarks	and	intellectual	property	and	certain	derivative	intellectual	property	developed	by	the licensors	at	a	fair	market	value	royalty	to	be	determined	by	Visa	Europe	and	us	at	the	time	of	such	license	grant.	In	the	event	that	we	propose	to	merge with,	or	sell	all	or	a	substantial	part	of	our	assets	to,	a	competitor	of	Visa	Europe,	Visa	Europe	may,	at	its	option,	acquire	from	us,	at	a	fair	market	value	to be	determined	by	Visa	Europe	and	us	at	the	time	of	such	acquisition,	those	intellectual	property	assets	covered	by	the	licenses	to	the	framework agreement	as	Visa	Europe	may	require	to	allow	it	to	continue	operating	its	business	in	the

manner	conducted	at	such	time.	We	may,	at	our	option,	license	Visa	Europe's	regional	clearing	and	settlement	system	at	a	fair	market	value	royalty	to	be determined	by	and	Visa	Europe	and	us	at	the	time	of	such	license	grant.

Visa	Europe	must	comply	with	certain	agreed	global	rules	governing	the	use	and	interoperability	of	the	Visa	trademarks	and	the	interoperability	of our	systems	with	the	systems	of	Visa	Europe.	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,	Visa	Europe	is	not	required	to	implement	such	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	to	the	extent	necessary	to return	Visa	Europe	and	its	members	to	a	neutral	financial	condition.

Both	parties	will	be	required	to	implement	system	changes	required	to	maintain	the	interoperability,	security,	safety	and	soundness	of	the	Visa system.	Other	system	changes	are	required	in	certain	circumstances	where	the	change	does	not	exceed	a	certain	expenditure	threshold	or	where	the proposing	party	agrees	to	pay	for	such	change.

In	addition,	the	parties	will	guarantee	the	obligations	of	their	respective	members	to	settle	transactions	between	such	members,	service	global customers,	participate	in	certain	global	sponsorships,	manage	certain	global	programs,	establish	rules	for	servicing	global	merchants,	ensure	that	their customers	and	members	require	acceptance	of	globally	accepted	cards,	maintain	adequate	capital	levels	to	support	their	ongoing	business	operations and	establish	and	comply	with	rules	relating	to	the	operation	of	the	Visa	enterprise.

For	five	years	following	the	reorganization,	we	have	agreed	not	to	offer	or	promote	non-Visa	branded	products	and	services	within	the	field	in	Visa Europe's	region	and	Visa	Europe	will	not	offer	or	promote	non-Visa	branded	products	and	services	within	the	field	outside	of	its	region.	We	have	given Visa	Europe	the	right	of	first	refusal	prior	to	our	proposed	offering	any	core	products	in	the	Visa	Europe	region	that	are	not	branded	with	a	Visa	mark.

We	will	also	indemnify	Visa	Europe	for	any	claims	arising	from	activities	within	the	field	brought	outside	Visa	Europe's	region,	and	Visa	Europe	will indemnify	us	for	any	claims	from	activities	within	the	field	brought	inside	Visa	Europe's	region.	Additionally,	we	will	indemnify	Visa	Europe	for	third	party claims	of	intellectual	property	infringement	arising	out	of	Visa	Europe's	authorized	use	of	the	licensed	Visa	trademarks	and	technology.

# The	Bilateral	Services

We	and	Visa	Europe	provide	each	other	with	transitional	and	ongoing	services	similar	to	those	services	that	were	provided	among	Visa	U.S.A.,	Visa International,	Inovant,	Visa	Canada	and	Visa	Europe	prior	to	our	recent	reorganization.	We	provide	Visa	Europe	on	an	ongoing	basis	with	authorization services	for	cross-border	transactions	involving	Visa	Europe's	region,	on	the	one	hand,	and	the	rest	of	the	world,	on	the	other	hand,	as	well	as	clearing and	settlement	system	services	between	Visa	Europe's	region	and	the	rest	of	the	world.	Until	Visa	Europe's	regional	clearing	and	settlement	system	is deployed,	we	will	also	provide	clearing	and	settlement	system	services	within	Visa	Europe's	region.	In	addition,	the	parties	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	Visa	Europe's	regional	clearing	and	settlement	system	is	deployed,	at	which	time	this	arrangement	will	cease.	The	parties	will also	use	each	others'	switching	and	processing	services.

Visa	Europe	will	indemnify	us	for	any	claims	arising	out	of	the	provision	of	the	services	brought	by	Visa	Europe's	member	financial	institutions against	us,	while	we	will	indemnify	Visa	Europe	for	any	claims	arising	out	of	the	provision	of	the	services	brought	against	Visa	Europe	by	our	financial institution	customers.

# The	Put-Call	Option	Agreement

We	and	Visa	Europe	have	entered	into	a	put-call	option	agreement	under	which	Visa	Europe	will	provide	us	with	a	call	option	to	require	Visa Europe	to	cause	its	members	to	convey	and	deliver	to	us	all	of	the	outstanding	shares	of	capital	stock	of	Visa	Europe.	We	may	exercise	the	call	option, subject	to	certain	conditions,	at	any	time	following	certain	triggering	events.

A	triggering	event	will	occur	if:

•There	is	a	decline	of	25%	or	greater	in	the	number	of	merchants	in	the	Visa	Europe	region	that	accept	Visa-branded	products	and	such	rate of	decline	is	at	least	twice	as	much	as	both:

•the	average	rate	of	any	decline	in	the	number	of	merchants	in	the	Visa	Europe	region	that	accept	general	purpose	payment	cards	for the	processing	of	payment	transactions,	and

•if	the	average	rate	of	merchant	acceptance	of	Visa-branded	general	purpose	payment	cards	has	declined	outside	of	Visa	Europe's region,	the	average	rate	of	any	decline	in	the	number	of	merchants	outside	Visa	Europe	that	accept	Visa-branded	general	purpose payment	cards	for	the	processing	of	payment	transactions;	and

•There	is	a	decline	of	45%	or	more	in	the	number	of	automatic	teller	machines,	or	ATMs,	within	Visa	Europe's	region	that	accept	Visa- branded	general	purpose	payment	product	cards	for	the	processing	of	credit	and	debit	transactions,	which	we	refer	to	as	the	ATM acceptance	rate,	where	such	decline	in	the	ATM	acceptance	rate	is	at	least	twice:

•the	average	rate	of	any	decline	in	the	number	of	ATMs	within	Visa	Europe's	region	that	accept	general	purpose	payment	cards	for the	processing	of	credit	and	debit	transactions;	and

•if	the	average	rate	of	ATM	acceptance	of	Visa-branded	general	purpose	payment	cards	is	declining	outside	of	Visa	Europe's	region, the	average	rate	of	decline	in	the	number	of	ATMs	outside	of	Visa	Europe's	region	that	accept	Visa-branded	general	purpose payment	product	cards	for	the	processing	of	credit	and	debit	transactions;	and

•	 Visa	Europe	has	failed	to	deliver	and	implement	a	remediation	plan	within	six	months	after	the	later	to	occur	of	the	circumstances	described above,	or	has	implemented	a	remediation	plan	but	the	decline	in	the	merchant	acceptance	rate	and	ATM	acceptance	rate	has	not	been stopped	prior	to	the	date	that	is	12	months	after	the	implementation	of	the	remediation	plan.	In	addition,	we	will	grant	Visa	Europe	a	put option	to	require	us	to	purchase	from	the	Visa	Europe	members	all	of	the	issued	shares	of	capital	stock	of	Visa	Europe.	The	put	option	may be	exercised	by	Visa	Europe	at	any	time	after	March	25,	2009.

The	price	per	share	at	which	both	the	call	option	and	the	put	option	will	be	exercisable	will	be	calculated	by,	first,	multiplying	(A)	the	sum	of	(i)	the projected	sustainable	net	operating	income	of	Visa	Europe	and	its	affiliates	for	the	12	months	starting	with	the	beginning	of	the	calendar	quarter commencing	immediately	after	the	exercise	of	the	relevant	option,	subject	to	certain	additional	adjustments	to	account	for,	among	other	things,	assets not	transferred	to	us	pursuant	to	the	relevant	option,	(ii)	an	allocable	portion	of	the	fully	phased-in	cost	synergies.

# PART	III

# ITEM	10. Directors,	Executive	Officers	and	Corporate	Governance

The	following	table	sets	forth	information	about	individuals	who	currently	serve	as	our	directors	and/or	executive	officers.

William	M.	Sheedy 41 President,	North	America

Joshua	R.	Floum 50 General	Counsel	and	Corporate	Secretary

John	M.	Partridge 59 Chief	Operating	Officer

Ellen	Richey 59 Chief	Enterprise	Risk	Officer

Elizabeth	Buse 47 Global	Head	of	Product

Hani	Al-Qadi 45 Class	I	Director

Gary	Coughlan(3)(4) 64 Class	II	Director

Mary	B.	Cranston(3)(4) 60 Class	II	Director

Charles	T.	Doyle 74 Class	I	Director

Francisco	Javier	Fernandez-Carbajal(3)(4) 53 Class	II	Director

Peter	Hawkins 54 Class	I	Director

Suzanne	Nora	Johnson(1)(2)(3) 51 Class	II	Director

Robert	W.	Matschullat(3)(4) 61 Class	III	Director

David	I.	McKay 45 Class	I	Director

Cathy	Elizabeth	Minehan(3)(4) 61 Class	III	Director

Charles	W.	Scharf 43 Class	I	Director

Segismundo	Schulin-Zeuthen 64 Class	I	Director

William	Shanahan(1)(2)(3) 68 Class	III	Director

John	A.	Swainson(1)(3) 54 Class	III	Director

(1) Member	of	our	compensation	committee.

(2) Member	of	our	nominating	and	corporate	governance	committee.

(3) Independent	director.

(4) Member	of	our	audit	and	risk	committee.

Set	forth	below	is	certain	biographical	information	for	each	of	these	individuals.

Joseph	W.	Saunders	was	named	Chairman	and	Chief	Executive	Officer	of	Visa	Inc.	in	May	2007	after	having	been	designated	Executive	Chairman in	February	2007.	Prior	to	this	role,	he	served	Visa	International	as	Executive	Chairman	of	the	transition	governance	committee	and	officially	began serving	as	Chairman	and	Chief	Executive	Officer	of	Visa	Inc.	upon	its	formation	in	May	2007.	Prior	to	joining	Visa	International,	he	served	as	President	of Card	Services	for	Washington	Mutual,	Inc.	since	the	acquisition	of	Providian	Financial	Corporation	in	October	2005.	Mr.	Saunders	was	President	and Chief	Executive	Officer	of	Providian	from	November	2001,	and	Chairman	of	the	board	of	directors	from	May	2002,	until	Washington	Mutual's	acquisition of	Providian	in	2005.	From	1997	until	2001,	Mr.	Saunders	served	as	Chairman	and	Chief	Executive	Officer	of	Fleet	Credit	Card	Services	at	FleetBoston Financial	Corporation.	Mr.	Saunders	served	as	a	member	of	the	board	of	directors	of	Visa	U.S.A.	from	October	2002	to	February	2007	and	Visa International	from	October	2005	to	February	2007,	when	he	resigned	from	the	boards	of	directors	of	Visa	U.S.A.	and	Visa	International	to	take	the Executive	Chairman	position	of	the	Visa	transition	governance	committee.	From	1993	to	1997,	while

Mr.	Saunders	was	at	Household	Finance	Corporation,	he	served	as	a	member	of	the	boards	of	directors	of	MasterCard	International	Inc.	and	MasterCard U.S.A.,	and	was	elected	Chairman	of	MasterCard	International's	board	of	directors	in	1996.	Mr.	Saunders	is	also	a	director	of	NewStar	Financial,	Inc.	He holds	a	Bachelor	of	Science	degree	in	Business	Administration	and	a	Master	of	Business	Administration	degree,	both	from	the	University	of	Denver.

Byron	H.	Pollitt	joined	Visa	Inc.	as	Chief	Financial	Officer	in	September	2007.	Prior	to	joining	Visa	Inc.,	he	worked	at	Gap	Inc.	from	January	2003 until	September	2007,	as	Executive	Vice	President	and	Chief	Financial	Officer.	Before	joining	Gap,	he	worked	at	The	Walt	Disney	Company	from	1990 until	January	2003,	including	most	recently	as	the	Executive	Vice	President	and	Chief	Financial	Officer	of	Walt	Disney	Parks	and	Resorts.	Mr.	Pollitt holds	a	Bachelor	of	Science	degree	in	Business	Economics	from	the	University	of	California	at	Riverside	and	a	Master	of	Business	Administration	degree from	Harvard	University.

John	C.	(Hans)	Morris	joined	Visa	Inc.	as	President	in	July	2007.	From	November	2002	until	joining	Visa	Inc.,	he	served	as	Chief	Financial	Officer of	Citi	Markets	&	Banking	(CMB),	the	capital	markets,	banking	and	transaction	services	business	of	Citigroup	Inc.	In	this	capacity,	he	was	responsible	for finance,	operations	and	technology	for	CMB.	Prior	to	this	role,	he	served	in	positions	of	increasing	responsibility	with	Salomon	Smith	Barney	and	its predecessor	companies	for	22	years,	including	most	recently	as	Vice	Chairman	and	Chief	Operating	Officer	of	the	Salomon	Smith	Barney	Investment Banking	Division	from	March	2000	to	November	2002.	Mr.	Morris	holds	a	Bachelor	of	Arts	degree	from	Dartmouth	College.

William	M.	Sheedy	joined	Visa	U.S.A.	in	May	1993	and	in	September	2008	was	appointed	President	of	Visa	Inc.'s	North	America	region.	Prior	to this	role,	he	served	as	Executive	Vice	President,	acting	in	the	capacity	of	principal	financial	officer,	of	Visa	Inc.	during	the	transition	prior	to	the completion	of	the	reorganization,	and	as	Global	Head	of	Corporate	Strategy	and	Business	Development	of	Visa	Inc.	He	was	also	previously	Executive Vice	President	of	Interchange	Strategy	and	Corporate	Restructuring	Initiatives	at	Visa	U.S.A.	In	November	2006,	he	assumed	responsibility	for	all financial-related	matters	associated	with	Visa's	reorganization.	Prior	to	joining	Visa	U.S.A.,	from	1990	to	1993,	he	was	employed	at	First	Nationwide	Bank (currently	Citibank)	as	a	Senior	Financial	Manager	in	Corporate	Finance.	Mr.	Sheedy	holds	a	Bachelor	of	Science	degree	in	Finance	from	West	Virginia University	and	a	Master	of	Business	Administration	degree	from	University	of	Notre	Dame.

Joshua	R.	Floum	was	appointed	as	General	Counsel	and	Corporate	Secretary	of	Visa	Inc.	in	July	2007.	Prior	to	that,	since	January	2004,	he served	as	Executive	Vice	President,	General	Counsel	and	Secretary	for	Visa	U.S.A.	Prior	to	joining	Visa	U.S.A.,	he	was	a	partner	in	the	law	firms	of Holme,	Roberts	&	Owen	LLP	from	2001	to	2004,	Legal	Strategies	Group	from	1996	to	2001	and	Heller	Ehrman	White	&	McAuliffe	LLP	from	1985	to 1996.	Mr.	Floum	holds	a	Bachelor	of	Arts	degree	in	Economics	and	Political	Science	from	the	University	of	California	at	Berkeley	and	a	J.D.	degree	from Harvard	Law	School.

John	M.	Partridge	is	the	Chief	Operating	Officer	of	Visa	Inc.	He	joined	Visa	U.S.A.	in	October	1999	and	served	as	President	and	Chief	Executive Officer	of	Inovant	from	November	2000	until	2007.	From	1998	until	joining	Visa,	Mr.	Partridge	served	as	Senior	Vice	President	and	Chief	Information Officer	of	Unum	Provident	Corp.,	where	he	led	a	corporate	restructuring	initiative	and	had	direct	responsibility	for	technology	and	operations.	From	1989 to	1998,	Mr.	Partridge	was	Executive	Vice	President	for	Credicorp	Inc.,	where	he	was	responsible	for	consumer	banking,	technology	and	operations. Prior	to	joining	Credicorp	Inc.,	Mr.	Partridge	held	various	management	positions	with	Wells	Fargo	Bank.	Mr.	Partridge	holds	a	Bachelor	of	Science degree	in	Economics	from	the	University	of	California	at	Berkeley.

Ellen	Richey	joined	Visa	Inc.	as	the	Chief	Enterprise	Risk	Officer	in	September	2007.	Prior	to	joining	Visa	Inc.,	she	most	recently	worked	at Washington	Mutual,	Inc.	as	Senior	Vice	President,	Enterprise	Risk	Management	and	Executive	Vice	President,	Cards	Services,	from	October	2005	until June	2006.	From	October	1999	until	October	2005,	she	served	as	Vice	Chairman	of	Providian	Financial	Corporation.	At	Providian,	she	also	served	as the	Vice	Chairman,	Enterprise	Risk	Management	and	Chief	Legal	Officer	from	2003	to	2005,	General	Counsel	from	1999	to	2003,	Chief	Enterprise	Risk Officer	from	2004	to	2005	and	Corporate	Secretary	from	1999	to	2005.	Ms.	Richey	holds	a	Bachelor	of	Arts	degree	in	Linguistics	and	Far	Eastern Languages	from	Harvard	University	and	a	J.D.	degree	from	Stanford	Law	School.

Elizabeth	Buse	has	served	as	Global	Head	of	Product	of	Visa	Inc.	since	June	2007.	Ms.	Buse	joined	Visa	U.S.A.	in	1998	and	served	as	Executive Vice	President	of	Product	Development	and	Management	from	January	2002	until	June	2007.	Prior	to	joining	Visa	U.S.A.,	she	served	as	Vice	President of	strategic	initiatives	for	the	Electronic	Funds	Division	of	First	Data	Corporation	from	1996	to	1998.	Ms.	Buse	holds	a	Bachelor	of	Arts	degree	in	Spanish Linguistics	from	the	University	of	California,	Los	Angeles	and	a	Master	of	Business	Administration	degree	from	the	Haas	School	of	Business	at	the University	of	California	at	Berkeley.

Hani	Al-Qadi	has	served	as	a	director	of	Visa	Inc.	since	October	2007.	Mr.	Al-Qadi	is	General	Manager	and	Chief	Executive	Officer	of	Arab	Jordan Investment	Bank.	Previously,	he	was	General	Manager	and	Vice	Chairman	of	the	Bank	from	February	1997	to	April	2008.	He	also	currently	serves	as Chairman	of	the	board	of	directors	of	our	affiliate,	Visa	Jordan	Card	Services	Limited	Co.;	and	as	a	director	of	Salam	International	Investment	Limited,	a Middle	East	conglomerate	with	diversified	operations	in	technology	and	communications,	construction	and	development,	luxury	and	consumer	products, energy	and	industry,	and	investments	and	real	estate.	He	also	has	served	as	Managing	Director	and	a	director	of	Mediterranean	Tourism	Investment Company	since	January	1997	and	Managing	Director	and	a	director	of	the	Palestine	Investment	Bank	since	September	1994.	He	previously	served	as	a director	of	Palestine	Telecommunications	Company	Ltd.	He	also	previously	served	as	a	director	of	Visa	CEMEA	from	September	2000	to	October	2007. Mr.	Al-Qadi	holds	a	Bachelor	of	Science	degree	in	Civil	Engineering	from	Imperial	College	of	Science	and	Technology,	London	and	a	Master	of	Business Administration	degree	from	Harvard	Business	School.

Thomas	Campbell	has	served	as	a	director	of	Visa	Inc.	since	October	2007.	Mr.	Campbell	is	a	Professor	of	Business	at	the	Haas	School	of Business	of	the	University	of	California,	Berkeley.	He	served	as	Bank	of	America	Dean	of	the	Haas	School	of	Business	from	August	2002	to	December 2004	and	from	December	2005	to	June	30,	2008.	He	was	Director	of	the	California	Department	of	Finance	from	December	2004	to	November	2005	and a	professor	at	Stanford	Law	School	from	September	1987	to	August	2002.	Mr.	Campbell	currently	serves	on	the	board	of	directors	of	FormFactor,	Inc.,	a manufacturer	of	wafer	probe	cards	and	is	"of	counsel"	to	the	law	firm	of	Gibson,	Dunn,	&	Crutcher	LLP.	Mr.	Campbell	holds	a	Bachelor	of	Arts	degree	and Masters	degree	in	Economics	from	the	University	of	Chicago,	a	J.D.	degree	from	Harvard	Law	School	and	a	Ph.D.	in	Economics	from	the	University	of Chicago.

Gary	Coughlan	has	served	as	a	director	of	Visa	Inc.	since	October	2007.	Mr.	Coughlan	was	the	Chief	Financial	Officer	and	Senior	Vice	President of	Finance	of	Abbott	Laboratories	from	May	1990	to	March	2001.	Mr.	Coughlan	holds	a	Bachelor	of	Arts	degree	in	Economics	from	St.	Mary's	College,	a Masters	degree	in	Economics	from	the	University	of	California	Los	Angeles	and	a	Master	of	Business	Administration	degree	from	Wayne	State University.

Mary	B.	Cranston	has	served	as	a	director	of	Visa	Inc.	since	October	2007.	Ms.	Cranston	is	currently	the	Firm	Senior	Partner	of	Pillsbury	Winthrop Shaw	Pittman	LLP,	an	international	law	firm.	She	was	the	Chair	and	Chief	Executive	Officer	of	Pillsbury	from	January	1999	until	April	2006,	and continued	to	serve	as	Chair	of	Pillsbury	until	December	2006.	She	currently	serves	as	a	director	of

GrafTech	International,	Ltd.,	a	manufacturer	of	carbon	and	graphite	products,	Juniper	Networks,	Inc.,	and	International	Rectifier	Corporation.

Ms.	Cranston	holds	an	A.B.	degree	in	Political	Science	from	Stanford	University,	a	J.D.	degree	from	Stanford	Law	School	and	a	Master	of	Arts	degree	in Educational	Psychology	from	the	University	of	California	at	Los	Angeles.

Charles	T.	Doyle	has	served	as	a	director	of	Visa	Inc.	since	October	2007.	Mr.	Doyle	served	as	a	director	of	Visa	U.S.A.	from	October	1990	to October	2007,	a	director	of	Visa	International	from	December	2000	to	October	2007	and	Chairman	of	the	board	of	directors	of	Inovant	from	September 2007,	where	he	was	a	director	from	November	2000	until	October	2007.	Mr.	Doyle	has	served	as	Chairman	of	the	board	of	directors	of	Texas	First	Bank, an	independent	community	bank,	since	October	1972	and	Chairman	and	Chief	Executive	Officer	of	Texas	Independent	Bancshares,	Inc.,	a	financial services	holding	company,	since	March	1979.	From	January	1996	to	December	1998,	Mr.	Doyle	served	on	the	Federal	Advisory	Council	to	the	Board	of Governors	of	the	Federal	Reserve	in	Washington,	D.C.,	and	from	January	1985	to	December	1991,	as	a	director	of	the	Federal	Reserve	Bank	in	Dallas, Texas.	He	also	served	as	Mayor	of	the	City	of	Texas	City	from	May	1990	to	May	2000.	Mr.	Doyle	holds	a	Bachelor	of	Business	Administration	degree	in Management	and	Economics	from	the	University	of	Oklahoma	and	a	Master	of	Business	Administration	degree	from	the	University	of	Houston.

Francisco	Javier	Fernandez-Carbajal	has	served	as	a	director	of	Visa	Inc.	since	October	2007.	Mr.	Fernandez-Carbajal	has	been	a	consultant	for public	and	private	investment	transactions	and	a	wealth	management	advisor	since	January	2002.	From	July	2000	to	January	2002,	Mr.	Fernandez- Carbajal	served	as	Chief	Executive	Officer	of	the	Corporate	Development	Division	of	Grupo	Financiero	BBVA	Bancomer,	a	financial	institution	in	Mexico. Prior	to	this	role,	he	served	in	other	senior	executive	positions	since	joining	Grupo	Financiero	BBVA	Bancomer	in	September	1991,	including	most recently	as	President	from	October	1999	to	July	2000.	Mr.	Fernandez-Carbajal	currently	serves	as	Chairman	of	the	Board	of	Primero	Fianzas,	a	surety company	in	Mexico.	He	is	also	a	director	of	Fomento	Economico	Mexicano,	a	beverage	company	in	Latin	America,	Grupo	Aeroportuario	del	Pacifico,	a company	that	operates	airports	in	Mexico,	and	Fresnillo,	PLC,	a	precious	metal	mining	company	with	operations	based	in	Mexico.	Mr.	Fernandez- Carbajal	holds	a	degree	in	Mechanical	&	Electrical	Engineering	from	the	Instituto	Tecnológico	y	de	Estudios	Superiores	de	Monterrey	and	a	Master	of Business	Administration	degree	from	the	Harvard	Business	School.

Peter	Hawkins	has	served	as	a	director	of	Visa	Inc.	since	October	2007.	Mr.	Hawkins	served	as	a	director	of	Visa	International	from	October	2001 to	October	2007	and	a	director	of	Inovant	from	November	2001	to	February	2005	and	from	October	2005	to	April	2006.	Mr.	Hawkins	served	in	positions of	increasing	responsibility	with	Australia	and	New	Zealand	Banking	Group	Limited	since	joining	in	December	1971,	most	recently	as	Group	Managing Director,	Group	Strategic	Development	from	April	2002	to	his	retirement	in	December	2005.	He	is	a	non-executive	director	of	Mirvac	Group,	the	Treasury Corporation	of	Victoria,	Liberty	Financial,	St.	George	Bank	Limited	and	Clayton	Utz.	He	was	also	the	Chairman	of	the	board	of	directors	of	Visa	AP	from May	2005	to	October	2007.	Mr.	Hawkins	holds	a	Bachelor	of	Commerce	and	Administration	degree	at	Victoria	University,	Wellington,	New	Zealand.

Suzanne	Nora	Johnson	has	served	as	a	director	of	Visa	Inc.	since	October	2007.	Ms.	Johnson	was	a	Vice	Chairman	of	The	Goldman	Sachs Group,	Inc.	from	November	2004	to	January	2007.	Prior	to	this	role,	she	served	in	several	senior	management	positions	at	Goldman	Sachs	since	joining in	December	1985,	including	as	head	of	the	Global	Investment	Research	Division	from	February	2002	to	January	2007,	as	Chairman	of	the	Global Markets	Institute	from	November	2004	to	January	2007	and	as	a	member	of	the	management	committee	from	February	2002	to	January	2007.	She currently	serves	on	the	board	of	directors	of	the	American	International	Group,	Inc.,	a	global	insurance	and	financial	services	company,	and	the	audit committees	of	the	boards	of	directors	of	Intuit	Inc.,	a	provider

of	business,	financial	management	and	tax	solutions	and	Pfizer	Inc.,	a	research-based	global	pharmaceutical	company.	Ms.	Johnson	holds	a	Bachelor	of Arts	degree	in	Economics,	Philosophy/Religion	and	Political	Science	from	the	University	of	Southern	California	and	a	J.D.	degree	from	Harvard	Law School.

Robert	W.	Matschullat	has	served	as	a	director	of	Visa	Inc.	since	October	2007.	Mr.	Matschullat	is	a	private	equity	investor.	He	served	as	the interim	Chairman	and	interim	Chief	Executive	Officer	of	The	Clorox	Company	from	March	2006	to	October	2006.	He	also	served	as	the	Vice	Chairman	of the	board	of	directors	and	as	Chief	Financial	Officer	of	the	Seagram	Company	Limited,	a	global	company	with	entertainment	and	beverage	operations, from	1995	until	2000.	Previously,	he	was	head	of	worldwide	investment	banking	at	Morgan	Stanley	&	Co.	Incorporated	from	1991	to	1995	and	served	on the	board	of	directors	of	Morgan	Stanley	from	1992	to	1995.	Mr.	Matschullat	serves	on	the	board	of	directors	of	The	Clorox	Company	and	The	Walt Disney	Company.	Mr.	Matschullat	holds	a	Bachelor	of	Arts	degree	in	Sociology	from	Stanford	University	and	a	Master	of	Business	Administration	degree from	the	Stanford	Graduate	School	of	Business.

David	I.	McKay	has	served	as	a	director	of	Visa	Inc.	since	October	2007.	Mr.	McKay	is	Group	Head	of	Canadian	Banking,	Royal	Bank	of	Canada. Previously,	he	served	as	the	Chairman	of	Visa	Canada	from	May	2006	to	October	2007,	a	director	of	Visa	Canada	from	March	2005	to	October	2007	and a	director	of	Visa	International	from	April	2007	to	October	2007.	Mr.	McKay	was	also	the	Executive	Vice	President	of	Personal	Financial	Services	at Royal	Bank	of	Canada	from	October	2006	to	April	2008.	Prior	to	this	role,	he	served	in	positions	of	increasing	responsibility	since	joining	Royal	Bank	of Canada	in	1988,	including	as	Head	of	Personal	Banking	from	October	2005	to	October	2006	and	Senior	Vice	President	of	Financing	Products	from October	2003	to	October	2005.	Mr.	McKay	holds	a	Bachelor	of	Mathematics	degree	from	the	University	of	Waterloo	and	a	Master	of	Business Administration	degree	from	the	Ivey	Business	School	at	University	of	Western	Ontario.

Cathy	Elizabeth	Minehan	has	served	as	a	director	of	Visa	Inc.	since	October	2007.	Ms.	Minehan	retired	from	the	Federal	Reserve	Bank	of	Boston in	July	2007	after	serving	39	years	with	the	Federal	Reserve	System,	including	most	recently	as	the	President	and	Chief	Executive	Officer	of	the	Federal Reserve	Bank	of	Boston	from	July	1994	to	July	2007,	a	member	of	the	Federal	Open	Market	Committee	from	July	1994	to	July	2007	and	First	Vice President	and	Chief	Operating	Officer	of	the	Federal	Reserve	Bank	of	Boston	from	July	1991	to	July	1994.	Ms.	Minehan	has	served	as	Managing Director	of	Arlington	Advisory	Partners,	an	advisory	services	firm,	since	July	2007.	She	also	currently	serves	as	a	director	and	member	of	the	audit committee	of	Becton,	Dickinson	and	Company,	a	medical	technology	company,	and	as	a	director	on	several	not-for-profit	boards	of	directors,	including the	board	of	directors	of	Massachusetts	General	Hospital	and	the	University	of	Rochester.	Ms.	Minehan	holds	a	Bachelor	of	Arts	degree	in	Political Science	from	the	University	of	Rochester	and	a	Master	of	Business	Administration	degree	from	New	York	University.

David	J.	Pang	has	served	as	a	director	of	Visa	Inc.	since	October	2007.	Mr.	Pang	has	been	an	adjunct	Professor	in	the	Faculty	of	Business Administration	of	The	Chinese	University	of	Hong	Kong	since	2002	and	the	Faculty	of	Business	of	City	University	of	Hong	Kong	since	2004.	He	served	as Chief	Executive	Officer	of	the	Airport	Authority	of	Hong	Kong	from	January	2001	to	February	2007.	He	was	Corporate	Vice	President	of	E.I.	DuPont	de Nemours	and	Company	and	the	Chairman	of	DuPont	Greater	China	from	1995	to	2000.	Mr.	Pang	currently	serves	as	Chief	Executive	Officer	of	Kerry Group	Kuok	Foundation	Limited,	a	charitable	organization	and	is	a	director	of	SCMP	Group	Limited,	a	newspaper	and	magazine	publishing	company.	He holds	a	Masters	degree	in	Engineering	from	the	University	of	Rhode	Island	and	a	Ph.D.	in	Engineering	from	the	University	of	Kentucky.

Charles	W.	Scharf	has	served	as	a	director	of	Visa	Inc.	since	October	2007.	Mr.	Scharf	served	as	a	director	of	Visa	U.S.A.	from	May	2003	to October	2007.	Mr.	Scharf	has	served	as	Chief	Executive

Officer	of	Retail	Financial	Services	at	JPMorgan	Chase	&	Co.	since	July	2004	and	Chief	Executive	Officer	of	the	retail	division	of	Bank	One	Corporation from	May	2002	to	July	2004.	Prior	to	this,	he	was	Chief	Financial	Officer/Executive	Vice	President	at	Bank	One	Corporation	from	2000	to	2002,	Chief Financial	Officer	of	the	Corporate	and	Investment	Bank	division	at	Citigroup,	Inc.	from	1999	to	2000	and	Chief	Financial	Officer	at	Salomon	Smith	Barney and	its	predecessor	company	from	1995	to	1999.	Mr.	Scharf	was	also	a	director	of	Travelers	Property	Casualty	Corporation	from	September	2002	to September	2005.	He	holds	a	Bachelor	of	Arts	degree	from	The	John	Hopkins	University	and	a	Master	of	Business	Administration	degree	from	New	York University.

Segismundo	Schulin-Zeuthen	has	served	as	a	director	of	Visa	Inc.	since	October	2007.	Mr.	Schulin-Zeuthen	served	a	director	of	Visa	International from	July	2003	to	October	2007	and	a	director	of	Inovant	from	February	2004	to	October	2007.	Mr.	Schulin-Zeuthen	served	as	a	member	of	the	board	of directors	of	Banco	de	Chile	from	May	1999	to	March	2007	and	was	Chairman	of	the	board	of	directors	from	May	1999	to	March	2004.	Previously,	he	was President	and	Chief	Executive	Officer	of	Banco	de	Chile	from	1987	to	May	1999.	He	also	is	a	director	of	Sonda	S.A.	He	served	as	the	Chairman	of	the board	of	directors	of	Visa	LAC	from	March	2003	to	October	2007.	Mr.	Schulin-Zeuthen	holds	a	Bachelor	of	Science	degree	in	Commercial	Engineering from	the	Universidad	de	Chile.

William	Shanahan	has	served	as	a	director	of	Visa	Inc.	since	October	2007.	Mr.	Shanahan	was	the	President	of	Colgate-Palmolive	Company	from 1992	to	September	2005.	He	is	currently	on	the	board	of	directors	and	audit	committee	of	Diageo	PLC,	a	premium	drinks	business	with	a	collection	of international	brands.	He	is	a	director	of	MSD	Performance	Group,	a	privately	held	U.S.	Company,	and	is	a	Management	Advisor	to	Value	Act	Capital	of San	Francisco.	He	holds	a	Bachelor	of	Arts	degree	in	Geography	from	Dartmouth	College.

John	A.	Swainson	has	served	as	a	director	of	Visa	Inc.	since	October	2007.	Mr.	Swainson	served	as	a	director	of	Visa	U.S.A.	from	April	2006	to October	2007.	Since	February	2005,	Mr.	Swainson	has	served	as	Chief	Executive	Officer	of	CA,	Inc.,	an	information	technology	management	software company,	and	he	has	served	as	President	and	a	director	of	the	company	since	November	2004.	Prior	to	his	joining	CA,	Mr.	Swainson	served	as	Vice President	of	Worldwide	Sales	for	IBM's	Software	Group	from	July	2004	to	November	2004.	Previously,	he	was	General	Manager	of	the	Application Integration	Middleware	division	of	IBM	from	1997	to	2004.	He	also	serves	as	a	director	of	Cadence	Design	Systems,	an	electronic	design	automation technologies	and	engineering	services	company.	Mr.	Swainson	holds	a	Bachelor	of	Applied	Science	degree	in	Engineering	from	the	University	of	British Columbia.

# Section	16(a)	Beneficial	Ownership	Reporting	Compliance

Section	16(a)	of	the	Exchange	Act	requires	our	directors	and	officers,	and	persons	who	beneficially	own	more	than	ten	percent	of	our	common stock,	to	file	initial	reports	of	ownership	and	reports	of	changes	in	ownership	of	our	common	stock	and	our	other	equity	securities	with	the	SEC.	Based solely	on	our	review	of	the	copies	of	such	forms	received	by	us	and	written	representations	from	reporting	persons,	we	believe	that	all	of	our	officers	and persons	who	beneficially	own	more	than	ten	percent	of	our	common	stock	complied	with	all	Section	16(a)	filing	requirements	applicable	to	them	with respect	to	transactions	during	fiscal	2008.

# Code	of	Ethics

Our	Chief	Executive	Officer	and	senior	financial	officers,	whom	we	refer	to	collectively	as	senior	officers,	are	required	to	comply	with	the	Code	of Business	Conduct	and	Ethics	and	Code	of	Ethics	for	Senior	Financial	Officers	adopted	by	our	board	of	directors	(the	"Codes").	The	Codes	require	the senior	officers	to	engage	in	honest	and	ethical	conduct	in	performing	their	duties,	provide	guidelines	for	the

ethical	handling	of	actual	or	apparent	conflicts	of	interest	between	personal	and	professional	relationships,	and	provide	mechanisms	to	report	unethical conduct.	Our	senior	officers	will	be	held	accountable	for	their	adherence	to	the	Codes.	If	we	amend	or	grant	any	waiver	from	a	provision	of	our	Codes,	we will	publicly	disclose	such	amendment	or	waiver	in	accordance	with	and	if	required	by	applicable	law,	including	by	posting	such	amendment	or	waiver	on our	website	or	by	filing	a	report	on	Form	8-K.

A	copy	of	the	Codes	is	attached	hereto	as	Exhibit	14.1	and	is	available	on	our	website	at	http://www.visa.com.

# Material	Changes	to	the	Procedures	by	which	Security	Holders	May	Recommend	Changes	to	the	Company's	Board	of	Directors

Until	March	25,	2011,	our	board	of	directors	will	consist	of	17	directors,	10	of	whom	must	be	independent	directors	in	accordance	with	applicable stock	exchange	and	SEC	rules,	comprised	of	the	following:

•two	directors	will	be	regional	directors	from	our	U.S.A.	region;

•one	director	will	be	a	regional	director	from	our	Canada	region;

•one	director	will	be	a	regional	director	from	our	AP	region;

•one	director	will	be	a	regional	director	from	our	LAC	region;

•one	director	will	be	a	regional	director	from	our	CEMEA	region;

•the	Chief	Executive	Officer	of	Visa	Inc.;	and

•10	additional	independent	directors.

After	March	25,	2011,	the	number	of	members	of	our	board	of	directors	will	be	determined	by	an	affirmative	vote	of	the	majority	of	the	board	of directors.	Our	board	of	directors	must	at	all	times	be	comprised	of	at	least	58%	independent	directors.

Our	amended	and	restated	certificate	of	incorporation	provides	that	our	board	of	directors	is	divided	into	three	classes	of	directors.	The	three classes,	which	are	required	to	be	as	nearly	equal	in	number	as	possible,	are	designated	class	I,	class	II	and	class	III,	and	serve	staggered	terms.

Class	I	directors.	Each	regional	director	serves	as	a	class	I	director.	The	term	of	the	class	I	directors	will	expire	on	the	date	of	the	annual	meeting of	the	Company	in	the	calendar	year	2008	(or,	if	no	annual	meeting	is	held	in	calendar	year	2008	after	the	closing	date	of	our	restructuring,	the	first annual	meeting	of	the	Company	held	after	such	restructuring	closing	date).	The	individuals	currently	appointed	as	class	I	directors	are	Hani	Al-Qadi, Charles	T.	Doyle,	Peter	Hawkins,	David	I.	McKay,	Charles	W.	Scharf,	and	Segismundo	Schulin-Zeuthen.	The	term	of	the	regional	director	for	Europe, Johannes	(Hans)	I.	van	der	Velde,	expired	automatically	on	the	day	immediately	prior	to	the	closing	date	of	our	IPO.

Class	II	directors.	Our	Chief	Executive	Officer	and	five	of	the	independent	directors	serve	as	class	II	directors.	The	term	of	the	class	II	directors	will expire	on	the	date	of	the	annual	meeting	of	the	Company	held	in	calendar	year	2009,	or,	in	the	case	of	our	Chief	Executive	Officer,	the	earlier	of:	(i)	the date	of	the	annual	meeting	of	the	Company	held	in	calendar	year	2009;	and	(ii)	the	date	on	which	he	ceases	to	hold	the	title	of	Chief	Executive	Officer. The	individuals	appointed	as	class	II	directors	are	Joseph	W.	Saunders,	Thomas	Campbell,	Gary	Coughlan,	Mary	B.	Cranston,	Francisco	Javier Fernandez-Carbajal	and	Suzanne	Nora	Johnson.

Class	III	directors.	The	remaining	independent	directors	serve	as	class	III	directors.	The	term	of	the	class	III	directors	will	expire	on	the	date	of	the annual	meeting	of	the	Company	held	in	the	calendar	year	2010.	The	individuals	appointed	as	class	III	directors	are	Robert	W.	Matschullat,	Cathy Elizabeth	Minehan,	David	J.	Pang,	William	Shanahan	and	John	A.	Swainson.

After	April	30,	2009	and	prior	to	the	date	of	the	annual	meeting	of	the	Company	occurring	in	the	calendar	year	2011,	vacancies	on	the	board	for	our class	I	directors	will	be	filled	with	directors	nominated	by	a	representative	sample	of	the	financial	institutions	participating	in	the	payments	system operated	by	the	Company	and	its	subsidiaries	and	which	are	organized	under	the	laws	of	countries	(or	their	respective	states,	provinces,	territories	or dominions)	falling	within	the	geographic	region	to	which	such	class	I	director	pertains,	as	our	board	of	directors	may	determine	in	its	sole	discretion, which	is	referred	to	as	the	regional	nominating	committee.	If	the	board	of	directors	does	not	approve	a	nominee	submitted	by	the	regional	nominating committee,	the	vacancy	will	be	filled	by	a	director	elected	at	a	special	meeting	of	our	class	A	stockholders.	Except	as	noted	above,	successors	to	each class	of	directors	whose	term	is	expiring	shall	be	elected	by	the	stockholders	at	the	annual	meeting	of	our	class	A	stockholders	and	shall	be	elected	for	a term	expiring	at	the	third	annual	meeting	of	stockholders	immediately	following	the	annual	meeting	at	which	such	successor	director	is	elected;	provided, however,	that	the	term	of	our	class	I	directors	elected	at	the	first	annual	meeting	held	after	the	closing	date	of	our	restructuring	shall,	in	any	event,	expire on	the	day	of	the	annual	meeting	of	the	Company	held	in	the	calendar	year	2011.

# Nominating	and	Corporate	Governance	Committee

We	have	established	a	nominating	and	corporate	governance	committee	that	provides	assistance	to	our	board	of	directors	in,	among	other	things, identifying	individuals	qualified	to	become	our	directors	and	selecting,	or	recommending	that	our	board	of	directors	select,	nominees	for	our	board	of directors.	The	current	members	of	the	nominating	and	corporate	governance	committee	are	Thomas	Campbell	(chairperson),	Suzanne	Nora	Johnson, David	J.	Pang	and	William	Shanahan,	each	of	whom	has	been	determined	to	be	"independent"	under	applicable	stock	exchange	and	SEC	rules.	Our Corporate	Governance	Guidelines	provide	that	the	nominating	and	corporate	governance	committee	will	consider	director	candidates	who	are	timely proposed	by	the	Company's	stockholders	and	are	otherwise	in	accordance	with	our	bylaws	and	other	procedures	established	from	time	to	time	by	the nominating	and	corporate	governance	committee.	As	a	result	of	our	restructuring,	special	procedures	apply	to	the	nomination	of	candidates	for	election	as class	I	directors	at	an	annual	meeting	held	between	January	1,	2008	and	on	or	before	April	30,	2009.	Pursuant	to	our	amended	and	restated	certificate	of incorporation,	each	class	I	director	candidate	nominated	to	stand	for	election	between	January	1,	2008	and	April	30,	2009	must	be	a	senior	executive	or former	senior	executive	of	a	Visa	member	(or	a	serving	director	who	has	been	nominated	for	re-election	upon	the	expiration	of	his	or	her	term)	and	be approved	by	the	then-serving	class	I	directors.	In	addition,	on	October	16,	2008,	we	announced	that	the	board	of	directors	approved	and	adopted amendments	to	our	bylaws	clarifying	that	stockholders	seeking	to	nominate	directors	must	comply	with	the	stockholder	notice	requirements	of	Section	2.5 of	our	bylaws	and	requiring	that	stockholders	seeking	to	nominate	directors	must	disclose,	upon	request,	information	regarding	any	derivative	positions	or other	interests	held	by	such	stockholders	with	respect	to	our	equity	securities.	The	foregoing	summary	is	qualified	in	its	entirety	by	reference	to	our bylaws.	The	committee	operates	pursuant	to	a	written	charter,	which	is	posted	on	the	Company's	website	at	http://www.visa.com.

# Audit	and	Risk	Committee	and	Audit	and	Risk	Committee	Financial	Expert

Our	audit	and	risk	committee,	among	other	things,	provides	assistance	to	our	board	of	directors	in	fulfilling	its	responsibilities	with	respect	to	its oversight	of	the	integrity	of	our	financial	statements,	our	compliance	with	legal	and	regulatory	requirements,	our	internal	control	over	financial	reporting and	the

performance	of	our	internal	audit	function	and	independent	registered	public	accounting	firm.	The	audit	and	risk	committee	is	also	responsible	for	the selection,	retention,	termination,	compensation	and	oversight	of	the	work	of	our	independent	registered	public	accounting	firm.	The	current	members	of the	audit	and	risk	committee	are	Robert	W.	Matschullat	(chairperson),	Gary	Coughlan,	Mary	B.	Cranston,	Francisco	Javier	Fernandez-Carbajal	and Cathy	Elizabeth	Minehan,	each	of	whom	has	been	determined	by	our	board	to	be	independent	under	applicable	stock	exchange	and	SEC	rules.	Robert W.	Matschullat	is	an	"audit	committee	financial	expert"	as	that	term	is	defined	under	SEC	rules.	The	committee	operates	pursuant	to	a	written	charter, which	is	posted	on	the	Company's	website	at	http://www.visa.com.

# Compensation	Committee

Our	compensation	committee,	among	other	things,	provides	assistance	to	our	board	of	directors	in	fulfilling	its	responsibilities	with	respect	to	(1) establishing	and	reviewing	the	overall	compensation	philosophy	of	the	Company;	(2)	reviewing	and	approving	corporate	goals	and	objectives	relevant	to the	CEO	and	other	executive	officers'	compensation,	including	annual	performance	objectives;	(3)	evaluating	the	performance	of	the	CEO	and	other executive	officers	in	light	of	these	goals	and	objectives	and,	based	on	such	evaluation,	determining	and	approving	the	annual	compensation	of	the	CEO and	other	executive	officers,	including	salary,	bonus,	stock	options	and	other	benefits;	(4)	reviewing	and	recommending	to	the	full	board	the compensation	of	our	directors;	and	(5)	monitoring	the	Company's	incentive	and	equity-based	compensation	plans.	The	compensation	committee	also	is responsible	for	reviewing	and	discussing	with	the	Company's	management	the	disclosures	to	be	included	in	the	Company's	annual	filings.	The	current members	of	the	compensation	committee	are	William	Shanahan	(chairperson),	John	A.	Swainson,	Thomas	Campbell,	and	Suzanne	Nora	Johnson,	each of	whom	has	been	determined	by	our	board	to	be	independent	under	applicable	stock	exchange	and	SEC	rules.	The	committee	operates	pursuant	to	a written	charter,	which	is	posted	on	the	Company's	website	at	http://www.visa.com.

# ITEM	11. Executive	Compensation

# Compensation	Discussion	and	Analysis

This	section	describes	the	compensation	program	for	each	person	serving	as	our	Chief	Executive	Officer	and	Chief	Financial	Officer	in	the	2008 fiscal	year	and	each	of	the	three	most	highly	compensated	executive	officers	serving	at	the	end	of	the	2008	fiscal	year	(collectively,	our	named	executive officers).	The	named	executive	officers	for	the	2008	fiscal	year	are:

•	 Chief	Executive	Officer,	Joseph	W.	Saunders;

•	 Chief	Financial	Officer,	Byron	H.	Pollitt;

•	 President,	John	C.	(Hans)	Morris;

•	 Chief	Operating	Officer,	John	M.	Partridge;	and

•	 General	Counsel,	Joshua	R.	Floum.

# Compensation	Philosophy	and	Objectives

Our	global	total	rewards	programs	have	been	designed	to	support	a	globally	consistent	compensation	philosophy	while	accommodating	the regulatory,	cultural	and/or	practical	differences	in	the	different	geographies	in	which	we	have	operations.	We	expect	this	approach	will	enable	us	to attract,	retain	and	motivate	our	employees	and	will	emphasize	performance-based	differentiation	of	compensation	that	rewards	employees	for	the achievement	of	corporate	goals	and	the	realization	of

increased	stockholder	value.	In	order	to	be	competitively	positioned	to	attract	and	retain	key	executives,	we	target	total	compensation	for	executive officers,	including	salary,	annual	incentive	target	and	long-term	incentive	target,	at	the	50th	percentile	of	compensation	paid	to	similarly	situated	executive officers	of	the	companies	comprising	our	compensation	peer	group.	The	actual	level	of	total	compensation	is	determined	by	individual,	group	or	company performance	and	can	approximate	the	75th	percentile	of	our	compensation	peer	group's	total	compensation	to	reward	key	executive	officers	who demonstrate	exceptional	experience,	skills,	competencies	and	performance.

Our	compensation	committee	believes	that	the	most	effective	executive	compensation	program	is	one	that	is	designed	to	reward	the	achievement of	specific	annual,	long-term	and	strategic	goals,	and	that	aligns	executive	officers'	interests	with	those	of	our	stockholders	by	rewarding	performance	that meets	or	exceeds	established	goals,	with	the	ultimate	objective	of	increasing	stockholder	value.	Our	compensation	committee	annually	evaluates	both performance	and	compensation	of	key	employees	to	ensure	that	we	maintain	our	ability	to	attract	and	retain	superior	employees	in	key	positions	relative to	the	compensation	paid	to	similarly	situated	executives	of	our	peer	companies	and	that	compensation	paid	to	our	key	employees	remains	competitive. To	that	end,	our	compensation	committee	believes	compensation	provided	to	our	executive	officers	should	include	both	cash	and	equity-based compensation.

# Role	of	Chief	Executive	Officer	in	Compensation	Decisions

Our	Chief	Executive	Officer	annually	reviews	the	performance	of	each	executive	officer	(other	than	the	Chief	Executive	Officer,	whose performance	is	reviewed	by	the	compensation	committee).	He	then	presents	his	recommendations	based	on	these	reviews,	including	with	respect	to items	such	as	salary	adjustments	and	annual	award	amounts,	to	the	compensation	committee.	Our	Chief	Executive	Officer	approves	annual	performance goals	for	our	other	executive	officers.	The	compensation	committee	can	exercise	discretion	in	modifying	any	compensation	recommendations	relating	to executive	officers	that	were	made	by	our	Chief	Executive	Officer	and	will	approve	all	other	compensation	decisions	for	our	executive	officers.

# Setting	Executive	Compensation

Our	compensation	committee	has	structured	executive	compensation	to	include	an	annual	cash	incentive	component	and	a	long-term	equity incentive	component	to	motivate	our	executive	officers	to	achieve	their	business	goals	and	reward	them	for	achieving	such	goals.

We	have	retained	Towers	Perrin,	a	global	human	resources	consulting	firm,	to	conduct	an	annual	review	of	our	total	compensation	program	with respect	to	executive	compensation.	This	review	reports	on	the	aggregate	level	of	our	executive	compensation,	as	well	as	the	combination	of	elements used	to	compensate	our	executive	officers.	This	review	is	based	on	public	information	and	third	party	surveys	of	executive	compensation	paid	by	publicly traded	peer	companies	of	similar	size	and	focus,	including	financial	services,	processing,	technology	and	business	services	companies,	which	we	refer to,	collectively,	as	the	compensation	peer	group.

The	criteria	used	to	identify	the	compensation	peer	group	are:	(1)	industry—we	expect	that	we	will	compete	for	talent	with	financial	services, processing,	high	technology	and	business	services	companies;	(2)	geography—to	ensure	that	the	companies	identified	as	peers	have	broad	international presence	because	we	are	a	company	with	global	operations	and	(3)	financial	scope—our	management	talent	should	be	similar	to	that	in	companies	that have	similar	financial	characteristics	(e.g.,	revenues,	market	capitalization	and	total	assets).	The	companies	comprising	the	compensation	peer	group	for purposes	of	compensation	determinations	made	for	the	2008	fiscal	year	are:

America

Large	Peers •					Bank	of	America

•					JPMorgan	Chase

•					Sun	Microsystems

The	compensation	peer	group	is	divided	into	two	groups	for	purposes	of	compensation	benchmarking.	For	"equivalent-sized"	companies	(revenues generally	less	than	$30	billion),	we	select	benchmark	positions	that	most	accurately	reflect	the	responsibilities	of	our	executive	officers.	For	"large" companies	(revenues	generally	greater	than	$30	billion),	we	select	benchmark	positions	at	the	business	unit	level,	where	available,	and	positions	with reporting	levels	that	are	generally	one	reporting	level	below	comparable	positions	at	Visa	Inc.	and	the	"equivalent-sized"	companies	in	the	compensation peer	group.

The	compensation	peer	group	provides	a	relevant	benchmark	of	compensation	levels	from	external	sources	and	allows	us	to	assess	the compensation	practices	of	our	primary	competitors	for	employees.	In	addition,	the	compensation	peer	group	indicates	the	practices	of	leading organizations	of	comparable	scope	and	focus	and	provides	a	benchmark	for	establishing	corporate	performance	expectations	for	our	incentive	programs.

A	significant	percentage	of	total	compensation	is	allocated	to	incentive-based	compensation	as	a	result	of	the	compensation	philosophy	mentioned above.	Although	our	compensation	committee	has	not	adopted	any	formal	guidelines	for	allocating	total	compensation	between	either	cash	or	non-cash, annual	or	long-term	incentive	compensation,	we	maintain	compensation	plans	that	tie	a	substantial	portion	of	our	executives'	overall	compensation	to	the achievement	of	our	company	goals.

We	also	use	sign-on	bonuses	from	time	to	time	when	recruiting	executive	officers.	Specifically,	we	may	agree	to	pay	a	sign-on	bonus	to	make	our employment	offers	competitive	given	that	candidates	who	are	currently	employed	at	other	companies	frequently	forfeit	potential	compensation	by accepting	employment	with	us.

Following	the	completion	of	our	restructuring,	we	adopted	internally-consistent	compensation	programs	and	policies	for	our	named	executive officers.	The	new	agreements	replaced	existing	or	legacy	agreements	that	were	in	place	prior	to	the	IPO	with	employment	agreements	that:	(1)	have longer	terms	of	employment;	(2)	have	standardized	severance	terms	and	(3)	eliminate	certain	perquisites.	Specifically,	on	February	7,	2008,	we	entered into	an	employment	agreement	with

Mr.	Saunders	commencing	upon	the	date	immediately	prior	to	our	initial	public	offering.	We	also	entered	into	new	employment	agreements	with	each	of our	other	named	executive	officers	that	were	effective	immediately	prior	to	our	initial	public	offering.	See	"—Employment	Arrangements	and	Potential Payments	Upon	Termination	and	Change	in	Control."

# Executive	Compensation	Components

The	principal	components	of	compensation	of	our	executive	officers	are:

•base	salary;

•annual	incentive	plan;

•long-term	incentive	compensation;

•retirement	and	other	benefits;

•perquisites	and	other	personal	benefits;	and

•post-termination	severance.

Our	total	compensation	package	is	primarily	weighted	toward	the	following	three	components:	base	salary,	annual	incentive	compensation	and long-term	incentive	compensation.	In	setting	each	executive's	target	total	compensation,	we	benchmark	his	or	her	total	compensation	package	as	well	as each	component	of	the	compensation	package	against	our	compensation	peer	group.	However,	the	compensation	committee	does	not	use	a	formulaic approach	in	determining	the	appropriate	compensation	mix.	Rather,	the	committee	determines	each	executive's	actual	base	salary,	annual	incentive target	and	long-term	incentive	target	by	considering	both	the	external	market	data	and	internal	equity	amongst	our	executives	based	on	their	experience and	performance	and	the	nature	and	scope	of	their	roles	within	our	organization.	The	goal	in	setting	the	components	of	compensation	is	to	provide	a competitive	total	compensation	package	that	balances	market	competitiveness	to	attract	and	retain	talented	employees	with	internal	equity	and	that	ties	a sufficient	portion	of	total	compensation	to	individual	and	corporate	performance.

The	purpose	of	base	salary	is	to	reward	demonstrated	experience,	skills	and	competencies	relative	to	the	market	value	of	the	job.	Our compensation	committee	approves	the	base	salaries	of	all	our	executive	officers.	Base	salaries	are	targeted	at	the	median	of	the	compensation	peer group	for	comparable	skills	and	experience,	but	the	compensation	committee	allows	for	flexibility	in	setting	salaries	above	or	below	the	median	amount based	on	the	expertise,	performance	or	proficiency	of	individual	executive	officers.

During	its	review	of	the	base	salaries	of	our	executive	officers	for	the	2008	fiscal	year,	the	compensation	committee	considered:

•	 market	data	of	the	compensation	peer	group,	which	was	provided	by	our	outside	consultants;

•internal	review	of	each	executive	officer's	compensation,	both	individually	and	relative	to	other	executive	officers;	and

•individual	performance	of	the	executive	officer.

The	base	salary	levels	of	executive	officers	are	typically	considered	annually	as	part	of	our	performance	review	process,	as	well	as	upon	an executive	officer's	promotion	or	other	change	in	an	executive	officer's	job	responsibilities.	Based	on	the	compensation	committee's	review	of	the executive

officers'	salaries	relative	to	the	market	data	and	the	salaries	of	our	other	executive	officers,	the	compensation	committee	determined	that	the	salaries	of each	of	the	named	executive	officers	was	appropriately	positioned	and	no	salary	adjustments	were	made	for	our	named	executive	officers	during	the 2008	fiscal	year.

The	Visa	Inc.	Incentive	Plan,	which	we	refer	to	as	our	annual	incentive	plan,	has	been	designed	to	reward	annual	performance	and	achievement	of strategic	goals,	align	employee	interests	with	those	of	our	stockholders	and	provide	market-competitive	compensation	to	employees	on	an	individual employee	basis.	Goals	under	the	annual	incentive	plan	are	based	on	global	corporate	performance	metrics	for	the	fiscal	year.	The	compensation committee	establishes	the	target	incentives	at	the	median	of	the	compensation	peer	group,	consistent	with	local	market	practice.	Individual	awards	are allocated	based	on	a	combination	of	corporate,	group	and	individual	performance	measures,	which	vary	by	the	level	of	the	employee's	position	and	the scope	of	the	employee's	responsibilities.	At	the	most	senior	levels	in	the	organization,	the	measures	used	to	determine	awards	are	heavily	weighted toward	corporate	performance	with	a	small	portion	dependent	upon	the	achievement	of	either	group	or	individual	performance	goals	or,	at	the compensation	committee's	discretion,	may	be	based	entirely	on	corporate	performance	goals	without	an	individual	performance	component.	The compensation	committee	measures	performance	and	determines	award	amounts	after	the	completion	of	each	fiscal	year.	The	compensation	committee may,	in	its	discretion,	adjust	performance	measures	based	on	extraordinary	occurrences.

The	compensation	committee	approved	the	following	corporate	performance	measures	for	fiscal	2008:	(1)	successful	completion	of	our	initial	public offering	and	(2)	delivery	of	superior	financial	performance	as	measured	by	net	income,	weighted	equally,	with	50%,	100%	and	200%	payouts	as	a percentage	of	each	executive's	target	annual	bonus	at	threshold,	target	and	maximum	levels	of	performance,	respectively.

The	performance	goals	for	target,	threshold	and	maximum,	as	well	as	the	actual	level	of	performance	achieved	for	the	2008	fiscal	year,	are displayed	in	the	following	table:

The	actual	net	income	of	$1.597	billion	was	determined	as	GAAP	net	income	excluding	the	following	extraordinary	item.	Specifically,	the	item excluded	by	the	compensation	committee	was	the	litigation	provision	of	$1.1	billion	in	connection	with	an	agreement	in	principle	reached	with	Discover Financial	Services	to	settle	pending	litigation	outlined	earlier	in	this	document.	Based	on	meeting	or	exceeding	the	maximum	corporate	goals,	the committee	determined	that	both	corporate	components	for	each	named	executive	officer	would	be	funded	at	200%	of	target.

For	the	fiscal	2008	annual	award	of	our	Chief	Executive	Officer,	80%	was	dependent	on	achievement	of	the	Visa	Inc.	corporate	performance measures	determined	by	the	compensation	committee	which	are	described	above	and	the	remaining	20%	was	dependent	on	the	achievement	of	the individual	performance	measures	similarly	determined	by	the	compensation	committee	which	were:	(1)	to	continue	the	process	of	restructuring	Visa	Inc.; (2)	to	develop	and	execute	Visa	Inc.'s	global	corporate	strategy;	and	(3)	to	develop	and	implement	requisite	policies,	controls,	governance	procedures and	processes	appropriate	for	a	world	class	organization.	Following	the	end	of	fiscal	2008,

the	committee,	in	its	discretion,	determined	that	Mr.	Saunders	had	exceeded	his	individual	performance	goals	and	therefore	the	individual	portion	of Mr.	Saunders's	annual	incentive	was	awarded	at	150%	of	the	target.

For	the	other	executive	officers,	70%	of	their	fiscal	2008	annual	award	was	determined	based	on	the	achievement	of	corporate	performance measures	determined	by	the	compensation	committee,	which	are	described	above.	The	remaining	30%	was	based	on	individual/group	performance measures	which	were	determined	by	the	Chief	Executive	Officer	and	reviewed	by	the	compensation	committee.	The	compensation	committee determined	that	the	split	of	70%	corporate	and	30%	individual/group	performance	goals	for	our	other	executive	officers	appropriately	reflects	that,	like	our Chief	Executive	Officer,	each	of	these	officers	shares	the	primary	goals	and	objectives	of	the	overall	Company,	but	also	recognizes	the	importance	of motivating	them	to	achieve	the	goals	that	relate	solely	to	their	area	of	responsibility.

Mr.	Pollitt's	fiscal	2008	individual	performance	goals	were:	(1)	successful	completion	of	our	initial	public	offering;	(2)	delivery	of	the	finance-related synergy	savings	committed	to	in	the	fiscal	2008	budget;	(3)	creation	of	a	global	integrated	finance	organization	with	clear	accountabilities	for	reporting and	pricing/incentive	processes,	practices	and	controls;	and	(4)	establishment	of	effective	operations	and	controls.	The	Chief	Executive	Officer,	in	his discretion,	determined,	and	the	compensation	committee	agreed,	that	Mr.	Pollitt	exceeded	his	individual	performance	goals	and	therefore	the	individual portion	of	Mr.	Pollitt's	annual	incentive	was	awarded	at	200%	of	the	target.	Additionally,	based	on	Mr.	Pollitt's	outstanding	contribution	toward	the success	of	the	initial	public	offering,	the	Chief	Executive	Officer	recommended	that	Mr.	Pollitt	receive	an	additional	discretionary	bonus	of	$500,000	and the	compensation	committee	agreed	and	approved	the	additional	amount.

Mr.	Morris's	fiscal	2008	individual	performance	goals	were:	(1)	attainment	of	specified	financial	and	market	goals	in	various	markets; (2)	implementation	of	a	global	client	management	process;	(3)	enhancement	of	effectiveness	of	spending	in	marketing	and	sponsorships;	and (4)	globalization	and	improvement	of	our	talent	management	process.	The	Chief	Executive	Officer,	in	his	discretion,	determined,	and	the	compensation committee	agreed,	that	Mr.	Morris	exceeded	his	individual	performance	goals	and	therefore	the	individual	portion	of	Mr.	Morris's	annual	incentive	was awarded	at	170%	of	the	target.

Mr.	Partridge's	fiscal	2008	individual	performance	goals	were:	(1)	successful	completion	of	the	initial	public	offering;	(2)	delivery	of	superior financial	performance;	(3)	maintenance	of	core	processing	systems	availability;	(4)	attainment	of	specified	purchase	volume	growth	rates;	and (5)	establishment	of	a	global	integrated	organization.	The	Chief	Executive	Officer,	in	his	discretion,	determined,	and	the	compensation	committee	agreed, that	Mr.	Partridge	exceeded	his	individual	performance	goals	and	therefore	the	individual	portion	of	Mr.	Partridge's	annual	incentive	was	awarded	at 200%	of	the	target.

Mr.	Floum's	fiscal	2008	individual	performance	goals	were:	(1)	litigation	management;	(2)	provision	of	superior	legal	counsel;	(3)	efficient	execution of	all	transactional	legal	matters	related	to	Visa	Inc.'s	business	goals	and	objectives;	(4)	advancement	of	legislative	and	regulatory	agenda;	and (5)	management	of	internal	and	external	resources	in	a	cost-effective	manner.	The	Chief	Executive	Officer,	in	his	discretion,	determined,	and	the compensation	committee	agreed,	that	Mr.	Floum	exceeded	his	individual	performance	goals	and	therefore	the	individual	portion	of	Mr.	Floum's	annual incentive	was	awarded	at	164%	of	the	target.

Under	the	annual	incentive	plan,	target	incentive	opportunities	are	expressed	as	a	percentage	of	base	salary,	which	percentage	is	determined	by the	compensation	committee,	based	on	position,	market	pay	levels	and	our	overall	compensation	philosophy,	which	emphasizes	performance-based compensation.	The	table	below	sets	forth	the	2008	target	annual	incentive	opportunities	as	a

percentage	of	salary	for	our	named	executive	officers	and	the	threshold,	target,	maximum	and	actual	payout	amounts.	The	actual	payout	amount	is computed	based	on	the	actual	performance,	as	outlined	above,	under	the	annual	incentive	plan	for	fiscal	2008.

| 2008<br>Target	Award<br>(%	of	base<br>salary) | 2008<br>Threshold	Award<br>(50%	of	Target<br>Award)	($) | 2008<br>Target	Award<br>(100%	of	Target<br>Award)	($) | 2008<br>Maximum	Award<br>(200%	of	Target<br>Award)	($) | 2008<br>Actual<br>Award	($) |
| :--- | :--- | :--- | :--- | :--- |
| 250 | 1,187,500 | 2,375,000 | 4,750,000 | 4,512,500 |
| 100 | 325,000 | 650,000 | 1,300,000 | 1,300,000 |
| 150 | 562,500 | 1,125,000 | 2,250,000 | 2,150,000 |
| 150 | 562,500 | 1,125,000 | 2,250,000 | 2,250,000 |
| 100 | 277,500 | 555,000 | 1,110,000 | 1,050,000 |

The	following	table	provides	a	supplemental	breakdown	of	the	three	components	that	make	up	the	actual	2008	award	(excluding	any	discretionary award).	Both	the	dollar	amount	of	the	award	and	the	award	as	a	percentage	of	the	target	are	displayed	for	each	component.

Prior	to	the	reorganization,	cash-based	awards	under	the	long-term	incentive	plan,	or	LTIP	awards	were	generally	provided	through	plans maintained	by	Visa	U.S.A.	(and	its	majority-owned	subsidiary,	Inovant).	No	cash-based	LTIP	awards	were	made	during	fiscal	2008.	Instead,	we	provided equity	awards	in	conjunction	with	our	initial	public	offering	for	our	employees	pursuant	to	the	Visa	Inc.	2007	Equity	Incentive	Compensation	Plan. Although	no	new	cash	LTIP	awards	have	been	made	(and	such	awards	will	no	longer	be	made)	under	the	long-term	incentive	plans,	the	plans	will	remain in	effect	for	the	past	awards	that	have	not	yet	vested	or	been	settled.

The	Visa	Inc.	2007	Equity	Incentive	Compensation	Plan,	which	we	refer	to	as	the	equity	incentive	plan,	was	adopted	to	award	long-term compensation	following	our	reorganization.	The	equity	incentive	plan	is	designed	to	align	management	interests	with	those	of	stockholders,	provide opportunities	for	wealth	creation	and	ownership,	and	encourage	a	long-term	focus,	all	of	which	we	believe	promote	retention	and	enable	us	to	attract	and motivate	participants.	Specifically,	the	equity	incentive	plan	is	intended	to	promote	our	long-term	success	and	increase	stockholder	value	by	attracting, motivating	and	retaining	our	non-employee	directors,	officers,	employees	and	consultants.	To	achieve	this	purpose,	the	equity	incentive	plan	allows	the flexibility	to	award	stock	options,	stock	appreciation	rights,	restricted	stock	awards,	restricted	stock	units,	performance	unit	awards,	performance	share awards,	cash-based	awards	and	other	equity-based	awards	to	eligible	persons,	covering	a	total	of	up	to	59,000,000	shares	of	our	class	A	common	stock. The	type(s)	of	equity	award	to	be	granted	is	determined	annually	by	the	compensation	committee,	which	considers	both	the	market	practices	and	the desired	impact	of	the	incentive	award	in	making	its	decision.

The	equity	incentive	plan	became	effective	in	October	2007	upon	the	completion	of	our	reorganization.	The	equity	incentive	plan	will	continue	in effect	until	all	of	the	common	stock	available

under	the	equity	incentive	plan	is	delivered	and	all	restrictions	on	those	shares	have	lapsed,	unless	the	plan	is	terminated	earlier	by	our	board	of directors.	No	awards	may	be	granted	under	the	plan	on	or	after	10	years	from	its	effective	date.

The	compensation	committee	and,	with	respect	to	our	non-employee	directors,	the	board	of	directors	administers	the	equity	incentive	plan	and determines,	in	its	discretion	and	in	accordance	with	the	plan,	the	non-employee	directors,	employees	and	consultants	that	may	be	granted	awards	under the	equity	incentive	plan,	the	size	and	types	of	awards,	the	terms	and	conditions	of	awards,	including	vesting	and	forfeiture	conditions,	the	timing	of awards	and	the	form	and	content	of	the	award	agreements.

The	compensation	committee	approved	the	grant	of	stock	options,	restricted	stock	and	restricted	stock	units	upon	our	initial	public	offering	to	our employees	(including	our	executive	officers)	and	the	board	of	directors	approved	the	grant	of	restricted	stock	and	restricted	stock	units	to	our	non- employee	directors.	The	compensation	committee	determined	that	grants	to	executive	officers	and	other	key	employees	made	upon	the	initial	public offering	would	be	delivered	primarily	in	the	form	of	stock	options.	In	determining	the	form	of	the	awards	and	the	amounts	of	the	stock	option	awards	for our	executive	officers,	the	compensation	committee	considered	the	practices	of	recent	comparable	initial	public	offerings	to	ensure	competitiveness	while recognizing	that	these	were	one-time	special	awards	in	connection	with	our	initial	public	offering,	which	replaced	the	prior	cash	LTIP	for	fiscal	2008,	and to	align	the	executive	officers'	compensation	with	shareholder	interests.

The	compensation	committee	also	granted	to	some	executive	officers	restricted	stock	or	restricted	stock	units	upon	our	initial	public	offering	in connection	with	a	2007	special	bonus	program.	Under	this	program,	one-half	of	a	special	bonus	awarded	in	2007	was	converted	into,	and	delivered	in, shares	of	restricted	stock	or	restricted	stock	units	upon	our	initial	public	offering.	The	restricted	stock	and	restricted	stock	unit	awards	made	to	our executive	officers	in	connection	with	the	special	bonus	program	will	vest	on	the	first	anniversary	of	the	grant	date,	which	is	March	18,	2009.	The	special bonus	is	not	an	ongoing	component	of	our	compensation	plan.

Stock	Grant	Practices.	The	compensation	committee	has	adopted	a	policy	with	respect	to	equity	awards	that	contains	procedures	to	prevent	stock option	backdating	or	other	timing	issues,	as	well	as	to	implement	corporate	governance	standards.	Under	this	policy,	the	compensation	committee approves	annual	grants	to	executive	officers	and	other	members	of	the	executive	leadership	team	at	a	meeting	to	occur	during	the	quarter	following	the fiscal	year	end.	The	compensation	committee	has	delegated	the	authority	to	the	CEO	as	the	sole	member	of	the	stock	committee	to	make	annual	awards to	other	employees.	The	grant	date	for	annual	awards	approved	by	the	stock	committee	shall	be	the	same	as	the	date	established	for	the	grants	to	the executive	leadership	team.

In	addition	to	the	annual	grants,	stock	awards	may	be	granted	at	other	times	during	the	year	to	new	hires,	employees	receiving	a	promotion	and	in other	special	circumstances.	The	policy	requires	that	only	the	compensation	committee	may	make	such	"off-cycle"	grants	to	executive	officers	and	other members	of	the	executive	leadership	team.	The	compensation	committee	has	delegated	the	authority	to	the	stock	committee	to	make	"off-cycle"	grants to	employees	who	are	not	members	of	the	executive	leadership	team,	subject	to	guidelines	established	by	the	compensation	committee.	Any	"off-cycle" awards	approved	by	the	stock	committee	must	be	granted	on	the	fourth	business	day	after	we	publicly	announce	earnings.	For	all	newly	issued	option awards,	the	exercise	price	of	the	option	award	will	be	the	closing	price	on	the	date	of	the	grant.

Stock	Ownership	Guidelines.	In	February	2008,	the	compensation	committee	established	stock	ownership	guidelines	for	our	executive	officers	and selected	other	employees.	These	guidelines

reinforce	the	importance	of	aligning	the	interests	our	executive	officers	with	the	interests	of	the	shareholders.	The	guidelines	are	expressed	in	terms	of the	value	of	the	equity	holdings	as	a	multiple	of	each	officer's	base	salary,	as	follows:

Equity	interests	that	count	toward	the	satisfaction	of	the	ownership	guideline	include	shares	owned	outright	by	the	employee,	shares	jointly	owned, restricted	shares	or	restricted	stock	units	and	any	shares	owned	in	company	retirement	plans.	Employees	have	five	years	to	attain	these	ownership levels.	We	also	have	an	insider	trading	policy	which,	among	other	things,	prohibits	executives	from	hedging	the	economic	risk	of	their	ownership.

Additionally,	we	have	instituted	stock	ownership	guidelines	for	our	non-employee	directors.	See	"— Director	Compensation."

Our	benefits	programs	are	designed	to	be	competitive,	cost-effective	and	compliant	with	local	regulations.	We	generally	target	the	median	of	the market,	with	flexibility	to	position	above	or	below	the	median	where	local	conditions	dictate.	It	is	our	objective	to	provide	core	benefits,	including	medical, retirement,	life	insurance,	paid	time	off	and	leaves	of	absence,	to	all	employees	and	to	allow	for	supplementary	non-core	benefits	to	accommodate regulatory,	cultural	and/or	practical	differences	in	the	different	geographies	in	which	we	have	operations.

We	sponsor	a	tax-qualified	defined	benefit	pension	plan,	which	we	refer	to	as	the	retirement	plan,	and	a	tax-qualified	defined	contribution	thrift	plan, which	we	refer	to	as	the	thrift	plan,	to	provide	market	driven	retirement	benefits	to	all	eligible	employees	in	the	United	States.	In	addition	to	the	tax- qualified	retirement	plan	and	the	thrift	plan,	we	maintain	a	non-qualified	excess	retirement	plan	and	a	non-qualified	excess	thrift	plan	to	make	up	for	the limitations	imposed	on	these	tax-qualified	plans	by	the	Internal	Revenue	Code.	We	sponsor	an	unfunded	non-qualified	deferred	compensation	plan, which	we	refer	to	as	the	deferred	compensation	plan,	which	allows	executive	officers	and	certain	other	highly	compensated	employees	to	defer	a	portion of	their	annual	incentive	awards	and	their	prior	cash	LTIP	awards	or	sign-on	bonuses	to	help	them	with	tax	planning	and	to	provide	competitive	benefits. See	"—Visa	Retirement	Plan,"	"—Visa	Thrift	Plan"	and	"—Nonqualified	Deferred	Compensation."

# Perquisites	and	Other	Personal	Benefits

We	may	provide	executive	officers	with	perquisites	and	other	personal	benefits	that	we	believe	are	reasonable	and	consistent	with	our	overall compensation	program	to	attract	and	retain	qualified	executive	officers	and	to	facilitate	the	performance	of	executive	officers'	management responsibilities.	As	part	of	our	reorganization	and	review	of	our	overall	compensation	strategy,	we	eliminated	most	perquisites	for	our	executive	officers, including	car	allowances	and	financial	planning,	beginning	in	fiscal	2008.

We	maintain	a	company	car	and	driver	that	are	used	primarily	by	the	Chief	Executive	Officer	for	both	business	and	personal	use,	with	some business	and	limited	personal	use	by	other	executive

officers.	In	addition,	we	have	a	policy	that	allows	the	Chief	Executive	Officer,	the	President,	the	Chief	Operating	Officer	and	other	key	employees	or	their guests,	as	approved	by	the	Chief	Executive	Officer,	to	use	a	corporate	aircraft	for	limited	personal	use.	Business	priorities	will	always	take	precedence over	personal	usage.	The	use	of	the	corporate	aircraft	allows	for	a	more	efficient	use	of	executives'	time	given	the	greater	flexibility	it	allows	in	flight scheduling,	provides	a	more	secure	traveling	environment	where	sensitive	business	issues	may	be	discussed	and	enhances	personal	safety.	It	is	our current	policy	that	unless	the	travel	is	at	the	request	of	Visa	Inc.,	employees	are	responsible	for	all	income	taxes	related	to	their	personal	usage	of	the corporate	car	or	aircraft,	as	well	as	travel	by	their	companions.	The	compensation	committee	reviews	use	of	the	aircraft	on	an	annual	basis.

# Severance

We	believe	that	it	is	appropriate	to	provide	severance	pay	to	executives	whose	employment	is	involuntarily	terminated	by	us	without	cause,	and,	in some	cases,	voluntarily	terminated	by	the	executive	for	good	reason,	to	provide	transition	income	replacement,	that	will	allow	such	executives	to	focus	on our	business	priorities.	For	our	executive	officers,	the	severance	package	includes	a	gross-up	payment	relating	to	certain	parachute	payment	excise taxes	imposed	on	an	executive.	The	amount	of	severance	pay	is	primarily	determined	based	on	competitive	benchmarking	of	severance	benefits	for similarly-situated	executives	with	comparable	scope	and	responsibility	in	other	companies.	We	have	entered	into	employment	agreements	with	each	of the	named	executive	officers	that	provide	severance	pay	under	certain	circumstances.	See	"—Employment	Arrangements	and	Potential	Payments	Upon Termination	or	Change-In-Control."

# 2009	Compensation

The	compensation	committee	has	approved	the	following	corporate	performance	measures	and	weightings	for	fiscal	2009:	(1)	adjusted	net	income weighted	80%	and	(2)	net	revenue	growth	weighted	20%.	The	compensation	committee	selected	these	performance	goals	because	they	are	important indicators	of	increased	shareholder	value.	The	compensation	committee	also	increased	the	proportion	of	the	annual	incentive	awards	for	named executive	officers	that	will	be	based	on	the	corporate	measures	of	performance	to	further	align	their	interests	with	achievement	of	overall	corporate	goals.

The	2009	target	annual	incentive	award	levels	and	the	proportion	of	the	award	determined	by	corporate	performance	are	as	follows:

| 2009	Target<br>Award	(%	of<br>base<br>salary) | 2009	Target<br>Award	($) | Determined<br>by<br>Corporate<br>Goals |
| :--- | :--- | :--- |
| 250% | 2,375,000 | 100% |
| 100% | 650,000 | 80% |
| 150% | 1,125,000 | 80% |
| 150% | 1,125,000 | 80% |
| 100% | 555,000 | 80% |

On	November	5,	2008,	the	compensation	committee	approved	the	annual	equity	awards	for	named	executive	officers	and	other	employees	for	the 2009	fiscal	year.	In	making	awards	to	executive	officers,	the	compensation	committee	elected	to	deliver	the	approved	value	in	a	combination	of	stock options,	restricted	stock/units	and	performance	shares.	Performance	shares	were	included	to	further	strengthen	the	link	between	company	performance and	compensation.

# Tax	Implications

# Deductibility	of	Executive	Compensation

Section	162(m)	of	the	Internal	Revenue	Code	limits	the	ability	of	Visa	Inc.	to	deduct	for	tax	purposes	compensation	in	excess	of	$1,000,000	that	is paid	to	our	principal	executive	officer	or	any	one	of	our	three	highest	paid	executive	officers,	other	than	our	principal	executive	officer	or	principal	financial officer,	who	are	employed	by	us	on	the	last	day	of	our	taxable	year,	unless,	in	general,	the	compensation	is	paid	pursuant	to	a	plan	that	is	performance- related,	non-discretionary	and	has	been	approved	by	Visa	Inc.'s	stockholders.	No	such	limitation	on	deductibility	was	applicable	to	compensation	paid	in fiscal	2008.	Compensation	from	awards	made	before	our	first	annual	meeting	in	2012	under	plans	that	existed	before	the	closing	of	our	initial	public offering	will	be	exempt	from	the	deduction	limitations	otherwise	imposed	by	Section	162(m),	if	the	plan	is	not	materially	modified	during	this	period.	The compensation	committee	will	review	and	consider	the	deductibility	of	executive	compensation	under	Section	162(m)	and	may	authorize	certain	payments in	excess	of	the	$1,000,000	limitation.	The	compensation	committee	believes	that	it	needs	to	balance	the	benefits	of	designing	awards	that	are	tax- deductible	with	the	need	to	design	awards	that	attract,	retain	and	reward	executives	responsible	for	the	success	of	the	company.	Internal	Revenue	Code Section	274(e)	limits	the	amount	that	companies	can	deduct	for	the	personal	use	of	corporate	aircraft	to	the	amount	recognized	as	income	by	the executives	that	used	the	aircraft.	For	fiscal	year	2008,	the	total	amount	of	our	disallowed	tax	deduction	resulting	from	the	personal	usage	of	the	corporate aircraft	by	our	named	executive	officers	and	any	guests	was	approximately	$2,200,000.

# Compensation	Committee	Report

The	compensation	committee	has:

•reviewed	and	discussed	the	above	section	titled	"Compensation	Discussion	and	Analysis"	with	management;	and

•based	on	this	review	and	discussion,	the	compensation	committee	recommended	to	the	board	of	directors	that	the	" Compensation Discussion	and	Analysis"	section	be	included	in	this	annual	report	on	Form	10-K	for	fiscal	2008.

William	Shanahan	(chairperson)

Thomas	Campbell

Suzanne	Nora	Johnson

John	A.	Swainson

# Compensation	Committee	Interlocks	and	Insider	Participation

None	of	the	members	of	the	compensation	committee	(whose	names	appear	under	"— Compensation	Committee	Report")	is	or	has	ever	been	one of	our	officers	or	employees.	During	the	last	fiscal	year,	none	of	our	executive	officers	served	as	a	member	of	the	board	of	directors	or	the	compensation committee	of	any	other	entity	that	has	one	or	more	executive	officers	serving	on	our	board	of	directors	or	compensation	committee.

# Executive	Compensation	and	Director	Compensation	Tables

# Summary	Compensation	Table

The	following	table	sets	forth	the	total	compensation	earned	for	services	rendered	during	fiscal	2008,	2007	and	2006	by	the	named	executive officers	of	Visa	Inc.:	(1)	the	current	principal	executive	officer	and	principal	financial	officer	and	(2)	the	three	other	most	highly	compensated	executive officers	during	fiscal	2008.

|  |  |  |  |  |  | Non-Equity | and |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  |  |  | Incentive | Nonqualified | All |  |
|  |  |  |  | Stock | Option | Plan | Deferred | Other |  |
| Name\tand\tPrincipal |  | Salary | Bonus^(5) | Awards | Awards | Compensation^(8) | Compensation | Compensation^(10) | Total |
| Position |  |  |  | (6) | (7) |  |  |  |  |
|  | Year | ($) | ($) | ($) | ($) | ($) | Earnings^(9)\n\t($) | ($) | ($) |
| Joseph\tW.\tSaunders^(1) | 2008 | 950,009 | 1,900,000 | 336,684 | 3,274,280 | 2,768,241 | 670,988 | 210,281 | 10,110,484 |
| Chairman\t&amp;\tChief\tExecutive\tOfficer | 2007 | 804,519 | 10,230,514 | — | — | — | 41,113 | 71,171 | 11,147,317 |
|  | 2006 | — | — | — | — | — | — | — | — |
| Byron\tH.\tPollitt^(2) | 2008 | 650,006 | 955,000 | — | 875,307 | 845,000 | 56,793 | 43,788 | 3,425,894 |
| Chief\tFinancial\tOfficer | 2007 | 27,083 | 250,000 | — | — | — | — | — | 277,083 |
|  | 2006 | — | — | — | — | — | — | — | — |
| John\tC.\t(Hans)\tMorris^(3) | 2008 | 750,007 | 787,500 | — | 1,615,946 | 1,362,500 | 85,383 | 278,216 | 4,879,552 |
| President | 2007 | 145,192 | 3,343,750 | — | — | — | 5,429 | 6,837 | 3,501,208 |
|  | 2006 | — | — | — | — | — | — | — | — |
| John\tM.\tPartridge | 2008 | 750,029 | 787,500 | 511,904 | 1,454,355 | 1,236,951 | 1,886,912 | 149,763 | 6,777,413 |
| Chief\tOperating\tOfficer | 2007 | 635,411 | 1,170,183 | — | — | 3,169,989 | 475,512 | 129,571 | 5,580,666 |
|  | 2006 | 625,025 | 1,076,320 | — | — | 2,576,690 | 533,214 | 117,101 | 4,928,350 |
| Joshua\tR.\tFloum^(4) | 2008 | 555,022 | 388,500 | 316,068 | 646,379 | 242,459 | 86,854 | 57,506 | 2,292,788 |
| General\tCounsel\tand\tCorporate\tSecretary | 2007 | 532,104 | 445,918 | — | — | 2,132,372 | 84,029 | 72,922 | 3,267,345 |
|  | 2006 | — | — | — | — | — | — | — | — |

(1) Mr.	Saunders	joined	Visa	Inc.	in	February	2007	and	therefore	earned	no	compensation	during	fiscal	2006.

(2) Mr.	Pollitt	joined	Visa	Inc.	in	September	2007	and	therefore	earned	no	compensation	during	fiscal	2006.

(3) Mr.	Morris	joined	Visa	Inc.	in	July	2007	and	therefore	earned	no	compensation	during	fiscal	2006.

(4) Mr.	Floum	became	a	named	executive	officer	of	Visa	Inc.	in	fiscal	2007.

(5) The	amounts	in	column	(d)	for	fiscal	2008	for	Mr.	Saunders,	Mr.	Pollitt,	Mr.	Morris,	Mr.	Partridge	and	Mr.	Floum	reflect	the	cash	awards	earned	under	the	Visa	Annual	Incentive	Plan	based	on the	compensation	committee's	assessment	of	the	success	of	the	initial	public	offering.	The	amount	for	Mr.	Pollitt	includes	an	additional	discretionary	cash	bonus	of	$500,000.

(6) The	amounts	in	column	(e)	reflect	the	dollar	amount	recognized	for	financial	statement	reporting	purposes	for	the	2008	fiscal	year,	in	accordance	with	FAS	123(R)	of	the	stock	awards	and therefore	includes	amounts	from	awards	granted	in	2008.	No	awards	were	granted	prior	to	2008.	Assumptions	used	in	the	calculation	of	these	amounts	are	included	in	this	Form	10-K	.	These stock	awards	were	made	in	2008	pursuant	to	the	2007	special	bonus	plan	established	by	the	Company's	predecessor	entities.

(7) The	amounts	in	column	(f)	reflect	the	dollar	amount	recognized	for	financial	statement	reporting	purposes	for	the	2008	fiscal	year,	in	accordance	with	FAS	123(R)	of	the	stock	options	and therefore	includes	amounts	from	awards	granted	in	2008.	No	options	were	granted	prior	to	2008.	Assumptions	used	in	the	calculation	of	these	amounts	are	included	in	this	Form	10-K	.

(8) The	amounts	in	column	(g)	reflect	cash	awards	earned	under	the	Visa	Annual	Incentive	Plan	based	on	actual	performance	measured	against	the	corporate	objective	established	for	net	income. Under	the	plan,	Mr.	Saunders	received	$1,900,000,	Mr.	Pollitt	received	$455,000,	Mr.	Morris	received	$787,500,	Mr.	Partridge	received	$787,500	and	Mr.	Floum	received	$388,500.	The amounts	in	column	(g)	also	reflect	cash	awards	earned	under	the	Visa	Annual	Incentive	Plan	based	on	actual	performance	against	each	executive's	individual	goals.	Under	this	component, Mr.	Saunders	received	$712,500,	Mr.	Pollitt	received	$390,000,	Mr.	Morris	received	$575,000,	Mr.	Partridge	received	$675,000	and	Mr.	Floum	received	$273,000.	The	amounts	in	column (g)	also	reflect	the	change	in	market	value	of	the	unvested	cash-based	long-term	incentive	plan	awards	that	are	invested	in	an	investment	account	until	the	end	of	the	three-year	plan	cycle	on September	30,	2009.	The	changes	in	market	value	were:	Mr.	Saunders—$155,741,	Mr.	Partridge—($225,549)	and	Mr.	Floum—($419,041).

(9) The	amounts	in	column	(h)	reflect	the	actuarial	increase	in	the	present	value	of	benefits	under	all	pension	plans.	These	amounts	were	determined	using	interest	rate	and	mortality	rate assumptions	consistent	with	those	used	in	Note	12—Pension,	Postretirement	and	Other	Benefits	to	the	Visa	Inc.	fiscal	2008	consolidated	financial	statements,	which	are	included	elsewhere	in this	Form	10-K.	There	are	no	above	market	earnings	on	non-qualified	deferred	compensation.

(10) The	following	table	sets	forth	certain	information	with	respect	to	" —All	Other	Compensation"	reported	in	column	(i).

| (a) |  | (b) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | Excess\tThrift |  |  |  |  | Tax |  |
|  |  |  | Thrift\tPlan | Plan | Companion | Companion | Corporate | Executive | Gross |  |
|  |  | Car | Match | Contribution | Relocation | Travel | Aircraft | LTD | Up | Total |
|  |  |  |  |  |  |  | (2) |  |  |  |
| Name | Year | ($) | ($) | ($) | $($) | $($) | ($) | ($) | ($) | ($) |
| Joseph\tW.\tSaunders | 2008 | 12,177(1) | 13,800 | 43,200 | — | 1,666 | 127,952 | 1,374 | 10,112 | 210,281 |
| Byron\tH.\tPollitt | 2008 | — | 25,175 | 13,825 | — | 265 | — | 1,001 | 3,522 | 43,788 |
| John\tC.\t(Hans)\tMorris^(3) | 2008 | 368(1) | 20,463 | 24,537 | 91,644 | 68,323 | 19,862 | 1,001 | 52,018 | 278,216 |
| John\tM.\tPartridge | 2008 | — | 13,800 | 30,916 | — | 14,307 | 75,524 | 1,374 | 13,842 | 149,763 |
| Joshua\tR.\tFloum | 2008 | — | 13,800 | 19,564 | — | 16,323 | — | 1,374 | 6,445 | 57,506 |

(1) Reflects	the	cost	of	personal	use	(including	commuting	for	Mr.	Saunders)	of	a	company	provided	car	and	driver.	The	amount	in	the	table	is	determined	based	on	the	incremental	cost	to	the company	of	the	fuel	related	to	the	proportion	of	time	the	car	was	used	for	non-business	trips	and	also	includes	the	cost	of	the	driver's	salary	for	the	proportion	of	time	the	driver	was	utilized	for non-business	trips.

(2) Represents	the	aggregate	incremental	cost	to	the	Company	of	personal	travel	on	Company	aircraft.	The	amount	represents	the	variable	operating	cost	per	flight	hour	for	each	aircraft,	which includes	the	cost	of	fuel,	maintenance,	engine	insurance,	associated	travel	cost	for	the	crew,	catering	and	any	flight	cost	associated	with	repositioning	the	aircraft	in	connection	with	personal	use "deadhead	flights".	Fixed	costs	that	do	not	change	based	on	usage,	such	as	pilot	salaries,	depreciation	and	insurance,	are	not	included.

(3) Mr.	Morris	was	eligible	for	certain	relocation	benefits	per	his	employment	agreement.	See	"— Employment	Arrangements	and	Potential	Payments	Upon	Termination	or	Change-In-Control. "	The amounts	in	column	(f)	reflect	the	temporary	housing	and	moving	expenses	paid	by	Visa	Inc.	related	to	his	relocation.	Amounts	related	to	company	provided	trips	during	his	first	year	of employment	are	included	in	column	(g)	along	with	any	other	companion	travel	amount	related	to	Visa	Inc.	business.

# Grants	of	Plan-Based	Awards

| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | Estimated |  |  | Estimated |  | All |  |  |  |
|  |  |  | Future\tPayouts |  | Future\tPayouts | Future\tPayouts |  | Other | All | Exercise | Grant |
|  |  |  | Under\tNon-Equity |  |  | Under\tEquity |  | Stock | Other | or | Date |
|  |  |  | Incentive |  |  | Incentive |  | Awards: | Option | Base | Fair |
|  |  | Plan\tAwards^(1) | Plan\tAwards^(1) | Plan\tAwards^(1) | Plan\tAwards | Plan\tAwards | Plan\tAwards | Number | Awards: | Price | Value |
|  |  |  |  |  |  |  |  | of | Number | Of | of |
|  |  |  |  |  |  |  |  | Shares | of | Option | Stock |
|  |  |  |  |  |  |  |  | or | Securities | Awards | &amp; |
|  | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Stock/ | Underlying | ($/ | Option |
| Name | Date | ($) | ($) | ($) | ($) | ($) | ($) | Units^(2) | Options^(3) | Share) | Awards |
| Joseph\tW.\tSaunders |  | 712,500 | 1,425,000 | 2,850,000 | — | — | — | — | — | — | — |
|  | 3/18/2008 |  |  |  |  |  |  | 10,795 |  |  | 474,980(4) |
|  | 3/18/2008 |  |  |  |  |  |  |  | 719,175 | $44.00 | 10,999,997 |
| Byron\tH.\tPollitt |  | 211,250 | 422,500 | 845,000 | — | — | — | — | — | — | — |
|  | 3/18/2008 |  |  |  |  |  |  |  | 212,484 | $44.00 | 3,250,007 |
| John\tC.\t(Hans)\tMorris |  | 365,625 | 731,250 | 1,462,500 | — | — | — | — | — | — | — |
|  | 3/18/2008 |  |  |  |  |  |  |  | 392,277 | $44.00 | 5,999,994 |
| John\tM.\tPartridge |  | 365,625 | 731,250 | 1,462,500 |  |  |  |  |  |  |  |
|  | 3/18/2008 |  |  |  | — | — | — | 16,413 | — | — | 722,172(4) |
|  | 3/18/2008 |  |  |  |  |  |  |  | 353,050 | $44.00 | 5,400,006 |
| Joshua\tR.\tFloum |  | 180,375 | 360,750 | 721,500 |  |  |  |  |  |  |  |
|  | 3/18/2008 |  |  |  | — | — | — | 10,134 | — | — | 445,896(4) |
|  | 3/18/2008 |  |  |  |  |  |  |  | 156,911 | $44.00 | 2,400,001 |

(1) Amounts	represent	the	portion	of	the	Visa	Inc.	Incentive	Plan	award	that	is	dependent	on	actual	results	against	the	corporate	performance	measure	of	net	income	and	the	portion	of	the	award that	is	dependent	on	actual	results	against	pre-established	individual	goals.	The	remaining	portion	of	awards	under	the	Visa	Inc.	Incentive	Plan	are	not	disclosed	here	but	are	reflected	under	the bonus	column	of	the	Summary	Compensation	Table.	The	amounts	shown	in	column	(c)	reflects	the	minimum	payment	level	for	the	minimum	performance	level	required	under	the	Visa	Inc. Incentive	Plan	in	order	to	receive	any	payment,	which	is	50%	of	the	target	amount	in	column	(d).	The	amount	shown	in	column	(e)	is	200%	of	such	target	amount.	The	actual	payout	amount under	the	plan	for	fiscal	2008	is	included	in	the	"—Non-Equity	Incentive	Plan	Compensation"	column	of	"—Summary	Compensation	Table."

(2) Restricted	stock	awards	granted	to	convert	one-half	of	the	special	bonus	awarded	in	fiscal	2007	to	shares	of	Visa	Inc.	that	vest	March	18,	2009.

(3) The	stock	options	have	an	exercise	price	equal	to	the	initial	public	offering	price	of	$44.00,	which	was	the	fair	market	value	of	the	shares	as	of	the	date	of	grant,	and	will	expire	ten	years	from	the date	of	grant.	The	stock	options	will	generally	vest	in	three	equal	installments	on	each	of	the	first	three	anniversaries	of	the	date	of	grant,	subject	to	earlier	vesting	in	full	in	the	event	of	a termination	of	a	grantee's	employment	due	to	death,	"disability"	(as	defined	in	the	award	agreement)	or	"retirement"	(as	defined	in	the	award	agreement)	or	a	termination	within	two	years following	a	"change	of	control"	(as	defined	in	the	equity	incentive	plan)	of	a	grantee's	employment	by	us	without	"cause"	(as	defined	in	the	award	agreement)	or	by	the	grantee	for	"good	reason" (as	defined	in	the	award	agreement).	Our	executive	officers	who	are	party	to	the

employment	agreements	have	additional	vesting	rights	set	forth	in	their	employment	agreements.	 See"	—Employment	Arrangements	and	Potential	Payments	Upon	Termination	and	Change	in Control".

(4) The	amounts	in	this	column	reflect	the	grant	date	fair	value	of	stock	awards	that	were	made	in	2008,	pursuant	to	the	2007	special	bonus	plan	established	by	the	Company's	predecessor entities.

# Outstanding	Equity	Awards	at	2008	Fiscal	Year-End

(1) The	stock	options	vest	in	three	equal	installments	on	each	of	the	first	three	anniversaries	of	the	date	of	grant.

(3) Value	is	based	on	the	September	30,	2008	per	share	closing	price	of	$61.39,	for	these	stock	awards	made	in	2008	pursuant	to	the	2007	special	bonus	plan	established	by	the	Company's predecessor	entities.

# Option	Exercises	and	Stock	Vested

No	table	is	provided,	given	that	no	options	held	by	any	named	executive	officer	were	exercised	and	none	of	the	named	executive	officers'	stock awards	vested	in	fiscal	2008.

# Pension	Benefits

The	table	below	shows	the	present	value	of	accumulated	benefits	payable	to	our	named	executive	officers,	including	the	number	of	years	of	service credited	to	each	executive,	under	the	Visa	Retirement	Plan	and	the	Visa	Excess	Retirement	Plan,	determined	using	interest	rate	and	mortality	rate assumptions	consistent	with	those	used	in	the	consolidated	financial	statements	of	the	applicable	Visa	entity.

| (a) | (b) | (c) | (d) | (e) |
| :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | Payments |
|  |  | Number | Present | During |
|  |  | of\tYears | Value\tof | Last |
|  |  | Credited | Accumulated | Fiscal |
|  |  | Service | Benefit | Year |
| Name | Plan\tName | (#) | ($) | ($) |
| Joseph\tW.\tSaunders | Visa\tRetirement\tPlan | 1.3 | 39,065 | — |
|  | Visa\tExcess\tRetirement\tPlan | 1.3 | 673,035 | — |
| Byron\tH.\tPollitt | Visa\tRetirement\tPlan | 1.0 | 20,361 | — |
|  | Visa\tExcess\tRetirement\tPlan | 1.0 | 36,432 | — |
| John\tC.\t(Hans)\tMorris | Visa\tRetirement\tPlan | 1.2 | 14,530 | — |
|  | Visa\tExcess\tRetirement\tPlan | 1.2 | 76,282 | — |
| John\tM.\tPartridge | Visa\tRetirement\tPlan | 9.0 | 1,696,670 | — |
|  | Visa\tExcess\tRetirement\tPlan | 9.0 | 2,605,270 | — |
| Joshua\tR.\tFloum | Visa\tRetirement\tPlan | 4.7 | 219,183 | — |
|  | Visa\tExcess\tRetirement\tPlan | 4.7 | 98,291 | — |

# Visa	Retirement	Plan

Under	the	Visa	Retirement	Plan,	our	U.S.-based	employees	generally	earn	the	right	to	receive	certain	benefits	(i)	upon	retirement	at	the	normal retirement	age	of	65,	(ii)	upon	early	retirement	at	or	after	age	55	(or	at	or	after	age	50	if	hired	prior	to	October	1,	2002)	and	having	completed	at	least	10 years	of	service	with	us	or	(iii)	upon	an	earlier	termination	of	employment,	but	solely	if	the	employee	is	vested	at	that	time.	Retirement	benefits	are calculated	as	the	product	of	1.25%	times	the	employee's	years	of	service	multiplied	by	the	employee's	monthly	final	average	earnings	for	the	last	60 consecutive	months	before	retirement	(or,	for	employees	hired	prior	to	October	1,	2002,	the	product	of	46.25%	times	the	employee's	years	of	service divided	by	25	years,	multiplied	by	the	employee's	monthly	final	average	earnings	for	the	36	highest	consecutive	months	in	the	last	60	months	before retirement).	Eligible	earnings	include	salary,	overtime,	shift	differentials,	special	and	merit	awards	and	short-term	cash	incentive	awards.	The	formula below	provides	an	illustration	of	how	the	retirement	benefits	are	calculated.

# For	employees	hired	prior	to	October	1,	2002

46.25%	of	monthly	final	average earnings X Completed	years	of	service,	including	partial	year based	on	completed	months 25	years For	employees	hired	after	September	30,	2002 1.25% X Completed	years	of	service,	including partial	year	based	on	completed	months (up	to	35	full	years) X Monthly	final average	earnings

If	the	employee	retires	early,	that	is,	between	the	ages	of	55	and	64	(or	between	the	ages	of	50	and	61	if	hired	prior	to	October	1,	2002),	and	has completed	at	least	10	years	of	service	with	the	Company,	the	amount	of	such	employee's	benefits	is	reduced	for	each	complete	year	that	such	employee begins	receiving	early	retirement	benefits	before	the	age	of	65	(or	before	the	age	of	62	if	hired	prior	to	October	1,	2002).	If	such	employee	retires	prior	to becoming	eligible	for	early	or	normal	retirement,	the	amount	of	his	or	her	benefits	is	actuarially	reduced	and	is	generally	not	as	large	as	if	the	employee had	continued	employment	until	his	or	her	early	or	normal	retirement	date.

The	Visa	Retirement	Plan	began	transitioning	to	cash	balance	benefits	effective	January	1,	2008.	Under	the	cash	balance	benefit	accrual	formula, 6%	of	an	employee's	eligible	monthly	pay	will	be	credited	each	month	to	the	employee's	notional	cash	balance	account,	along	with	interest	each	month on	the	account	balance	at	an	annualized	rate	equal	to	the	30	year	U.S.	Treasury	Bond	average	annual	interest	rate	for	November	of	the	previous calendar	year.

The	change	to	a	cash	balance	benefit	formula	took	effect	immediately	for	employees	hired	or	rehired	after	December	31,	2007.	However,	for employees	hired	before	January	1,	2008	(and	not	rehired	thereafter),	the	current	Visa	Retirement	Plan	benefit	formula	was	grandfathered	for	a	three-year period	and	grandfathered	employees	will	continue	to	accrue	benefits	under	their	current	Visa	Retirement	Plan	benefit	formula	described	above.	Their accrued	benefits	at	December	31,	2010	(the	last	day	of	the	grandfathered	period)	or	the	date	they	terminate	employment,	if	earlier,	will	be	preserved. After	that	date,	employees	will	not	accrue	any	additional	benefits	under	the	current	Visa	Retirement	Plan	benefit	formulas	and	all	future	benefit	accruals will	be	under	the	cash	balance	benefit	formula.

Currently	accrued	benefits	under	the	Visa	Retirement	Plan	become	100%	vested	and	nonforfeitable	after	three	years	of	service.

# Visa	Excess	Retirement	Plan

To	the	extent	that	an	employee's	annual	retirement	income	benefit	under	the	plan	exceeds	the	limitations	imposed	by	the	Internal	Revenue	Code, such	excess	benefit	is	paid	from	Visa	Inc.'s	nonqualified,	unfunded,	noncontributory	Visa	Excess	Retirement	Benefit	Plan.	The	vesting	provisions	of,	and formula	used	to	calculate	the	benefit	payable	pursuant	to,	the	Visa	Excess	Retirement	Benefit	Plan	are	generally	the	same	as	those	of	the	Visa Retirement	Plan	described	above,	except	that	benefits	are	calculated	without	regard	to	the	Internal	Revenue	Code	tax-qualified	plan	limits	and	then	offset for	benefits	paid	under	the	qualified	plan.

# Nonqualified	Deferred	Compensation

Pursuant	to	the	Visa	Deferred	Compensation	Plan,	eligible	U.S.-based	employees,	including	our	executive	officers,	may	defer	all	or	a	portion	of their	annual	or	long-term	cash	incentive	awards	or	sign-on	bonuses.	In	addition,	we	have	an	Excess	Thrift	Plan,	which	is	a	nonqualified	noncontributory retirement	savings	plan	for	employees	who	exceed	the	Internal	Revenue	Code	limits	under	the	Thrift	Plan,	in	which	we	continue	to	provide	the	matching contribution	that	could	not	be	contributed	to	the	Thrift	Plan	because	of	the	statutory	limits.

|  |  | Executive | Registrant | Aggregate |  | Aggregate |  | Balance |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | Contributions | Contributions | Earnings |  | Withdrawals/ |  | at |
|  |  | in | in | in\tLast\tFY |  | Distributions |  | Last\tFYE |
| Name | Plan\tName | Last\tFY\t($)^(1) | Last\tFY\t($)^(2) | ($) |  | ($) |  | ($) |
| Joseph\tW.\tSaunders | Excess\tThrift\tPlan | — | 43,200 | (7,746 | ) | — |  | 41,852 |
|  | Deferred\tCompensation\tPlan | — | — | — |  | — |  | — |
| Byron\tH.\tPollitt | Excess\tThrift\tPlan | — | 13,825 | (1,602 | ) | — |  | 12,224 |
|  | Deferred\tCompensation\tPlan | — | — | — |  | — |  | — |
| John\tC.\t(Hans)\tMorris | Excess\tThrift\tPlan | — | 24,537 | (3,361 | ) | — |  | 21,176 |
|  | Deferred\tCompensation\tPlan | — | — | — |  | — |  | — |
| John\tM.\tPartridge | Excess\tThrift\tPlan | — | 30,916 | (113,907 | ) | — |  | 350,008 |
|  | Deferred\tCompensation\tPlan | — | — | (1,463,130 | ) | — |  | 5,353,844 |
| Joshua\tR.\tFloum | Excess\tThrift\tPlan | — | 19,564 | (10,614 | ) | — |  | 83,532 |
|  | Deferred\tCompensation\tPlan | 347,827 | — | (318,355 | ) | (242,521 | ) | 1,248,071 |

(1) The	amount	in	column	(b)	for	Mr.	Floum	represents	a	deferral	of	50%	of	his	annual	incentive	award	for	fiscal	2007.

(2) The	amounts	in	column	(c)	reflect	our	contribution	to	the	Excess	Thrift	Plan	for	each	named	executive	officer.	These	amounts	are	also	reported	in	the "—All	Other	Compensation"	column	of	"— Summary	Compensation	Table."

The	table	below	shows	the	funds	available	under	the	Visa	Deferred	Compensation	Plan	and	the	Excess	Thrift	Plan	and	their	annual	rate	of	return for	fiscal	2008,	as	reported	by	the	administrator	of	the	plans.

| Name	of	Fund | Rate	of<br>Return<br>(%) |
| :--- | :--- |
| Alger\tCapital\tAppreciation\tInstitutional\tFund-Institutional\tClass(1) | -24.87 |
| Dodge\t&amp;\tCox\tIncome (2) | -2.26 |
| Dodge\t&amp;\tCox\tInternational\tStock | -28.37 |
| Fidelity\tBalanced\tFund | -19.56 |
| Fidelity\tLow-Priced\tStock\tFund | -21.84 |
| Fidelity\tRetirement\tMoney\tMarket\tPortfolio | 3.50 |
| Janus\tOverseas\tFund | -34.36 |
| PIMCO\tTotal\tReturn\tFund-Instl\tClass (1) | 3.78 |
| Spartan\tU.S.\tEquity\tIndex\tFund-Investor\tClass | -22.04 |
| T.\tRowe\tPrice\tEquity\tIncome (2) | -20.08 |
| T.\tRowe\tPrice\tFinancial\tServices\tFund (1) | -31.74 |
| TCW\tSelect\tEquities\tInstl(2) | -23.44 |
| Columbia\tAcorn\tZ | -20.58 |

(1) This	fund	is	not	available	under	the	Excess	Thrift	Plan.

(2) This	fund	is	not	available	under	the	Visa	Deferred	Compensation	Plan.

# Visa	Deferred	Compensation	Plan

Under	the	terms	of	the	Visa	Deferred	Compensation	Plan,	participants	are	able	to	defer	up	to	100%	of	their	cash	incentive	awards	or	signing bonuses,	if	they	submit	a	qualified	deferral	election.	Benefits	under	the	Visa	Deferred	Compensation	Plan	will	be	paid	based	on	one	of	the	following	three distribution	dates	or	events	previously	elected	by	the	participant:	(a)	immediately	upon,	or	up	to	five	years	following,	retirement;	(b)	immediately	upon,	or in	the	January	following,	termination;	or	(c)	if	specifically	elected	by	the	participant,	in	January	in	a	specified	year	while	actively	employed.	However,	upon a	showing	of	financial	hardship	and	receipt	of	approval	from	the	plan	administrator,	an	executive	officer	may	be	allowed	to	access	funds	in	his	or	her deferred	compensation	account	earlier	than	his	or	her	existing	distribution	election(s).	Benefits	can	be	received	either	as	a	lump	sum	payment	or	in annual	installments,	except	in	the	case	of	pre-retirement	termination,	in	which	case	the	participant	must	receive	the	benefit	in	a	lump	sum.	Participants are	always	fully	vested	in	their	deferrals	under	the	Visa	Deferred	Compensation	Plan.	Upon	termination	of	the	Visa	Deferred	Compensation	Plan	within 12	months	of	our	"change	of	control,"	participants'	benefits	under	the	Visa	Deferred	Compensation	Plan	will	be	paid	immediately	in	a	lump	sum.	The reorganization	was	not	considered	a	change	of	control	under	the	Visa	Deferred	Compensation	Plan.

# Visa	Thrift	Plan	and	Visa	Excess	Thrift	Plan

The	Visa	Thrift	Plan	is	a	tax-qualified	401(k)	retirement	savings	plan	pursuant	to	which	all	U.S.	employees	of	Visa	are	able	to	contribute	up	to	50%, or	13%	for	highly	compensated	employees,	of	their	covered	pay	(base	salary)	up	to	the	limit	prescribed	by	the	Internal	Revenue	Code	to	the	Visa	Thrift Plan	on	a	pre-tax	basis.	Employees	also	have	the	option	of	contributing	on	an	after-tax	basis	from	1%	up	to	50%,	or	13%	for	highly	compensated employees,	of	salary	or	a	combination	of	pre-tax	and	after	tax	contributions	that	do	not	exceed	50%,	or	13%	for	highly	compensated	employees,	of salary.	All	contributions	are	subject	to	the	Internal	Revenue	Code	limits.	If	an	employee	reaches	the	statutory	pre-tax	contribution	limit	during	the calendar	year,	an	employee	may	continue	to	make	contributions	to	the	Visa	Thrift	Plan	on	an	after-tax	basis,	subject	to	any	applicable	statutory	limits.

During	fiscal	2008,	the	Company	matched	200%	of	the	first	3%	of	pay	that	was	contributed	to	the	Visa	Thrift	Plan	or	300%	of	the	first	3%	of	pay	if the	employee	has	at	least	10	years	of	service	with	Visa.	Effective	for	fiscal	2009,	the	Company	will	provide	a	match	for	all	employees	at	200%	of	the	first 3%	of	pay	that	is	contributed.	All	employee	contributions	to	the	Visa	Thrift	Plan	are	fully	vested	upon	contribution,	and	the	matching	contributions	vest incrementally	over	three	years,	20%	after	one	year,	40%	after	two	years,	and	100%	after	three	years.

Because	the	Internal	Revenue	Code	limits	the	maximum	amount	a	company	and	an	employee	can	contribute	to	an	employee's	Thrift	Plan	account each	year,	we	continue	to	provide	the	matching	contribution,	after	the	applicable	Internal	Revenue	Code	limits	are	reached,	to	the	Visa	Excess	Thrift Plan,	which	is	a	nonqualified	noncontributory	retirement	savings	plan.	Employees	are	eligible	to	participate	in	the	Visa	Excess	Thrift	Plan	if	their	covered pay	is	greater	than	the	Internal	Revenue	Code	pay	cap	or	if	the	total	of	their	contributions	and	the	Company's	matching	contributions	to	the	Visa	Thrift Plan	exceed	the	Internal	Revenue	Code	benefit	limit.	The	features	of	the	Visa	Excess	Thrift	Plan	are	generally	the	same	as	under	the	Visa	Thrift	Plan, except	that	benefits	cannot	be	rolled	over	to	an	IRA	or	another	employer's	qualified	plan.

# Employment	Arrangements	and	Potential	Payments	Upon	Termination	and	Change	in	Control

Mr.	Saunders.	On	February	7,	2008,	we	entered	into	an	employment	agreement	with	Mr.	Saunders,	which	carries	forward	the	principal compensation	elements	of	the	June	4,	2007	letter	agreement	previously	executed	between	Mr.	Saunders	and	Visa	International	Service	Association. Pursuant	to	which	he	serves	as	our	Chairman	and	Chief	Executive	Officer	and	as	a	member	of	the	board	of	directors.	Mr.	Saunders's	employment agreement	is	for	a	period	of	three	years,	commencing	upon	the	date	immediately	prior	to	the	pricing	of	our	initial	public	offering	and	ending	on	the	third anniversary	thereof,	subject	to	automatic	one-year	extensions	on	each	anniversary	of	the	agreement	after	the	third	anniversary,	unless	either	party	gives 90-days	notice	of	its	intention	not	to	renew	the	employment	period.	The	employment	period	will	terminate	automatically	upon	Mr.	Saunders's	termination of	employment	for	any	reason.	During	the	employment	period,	Mr.	Saunders	will	receive	an	annual	base	salary	of	at	least	$950,000	and,	with	respect	to each	fiscal	year	during	the	employment	period,	Mr.	Saunders	is	eligible	for	an	annual	incentive	payment,	with	a	target	incentive	payment	of	no	less	than 250%	of	his	annual	base	salary	and	a	maximum	incentive	payment	of	no	less	than	500%	of	his	annual	base	salary.	Mr.	Saunders's	annual	base	salary, target	incentive	payment	percentage	and	maximum	incentive	payment	percentage	are	subject	to	annual	review	by	the	compensation	committee	for increase,	but	not	decrease.	With	respect	to	each	fiscal	year	during	the	employment	period,	Mr.	Saunders	will	be	eligible	to	receive	a	long-term	incentive award	with	a	target	value	that	is	no	less	than	500%	of	his	annual	base	salary,	with	the	actual	award	amount	to	be	set	above	or	below	that	target	at	the discretion	of	the	compensation	committee.	During	the	employment	period,	Mr.	Saunders	will	be	entitled	to	employee	benefits	and	fringe	benefits	on	a basis	no	less	favorable	than	those	provided	to	our	other	executive	officers	and	perquisites	on	a	basis	that	is	no	less	favorable	than	those	provided	to	him immediately	prior	to	the	employment	period.

If,	during	the	employment	period,	Mr.	Saunders's	employment	is	terminated	by	us	without	"cause"	or	by	Mr.	Saunders	for	"good	reason"	(each	as defined	in	his	employment	agreement),	Mr.	Saunders	is	entitled	to	receive	(i)	certain	accrued	payments	and	benefits,	(ii)	(x)	if	the	termination	occurs during	the	post-initial	public	offering	reliance	period	for	purposes	of	Section	162(m)	of	the	Internal	Revenue	Code,	a	pro-rata	annual	incentive	payment based	on	his	target	annual	incentive	payment	and	(y)	if	the	termination	occurs	after	such	period,	a	pro-rata	annual	incentive	payment	based	on	our	actual performance	and	(iii)	a	lump	sum	cash	payment	equal	to	three	times	the	sum	of	his	annual	base	salary	and	target	annual	incentive	payment.	In	addition, upon	such	a	termination	Mr.	Saunders	and	his	spouse	will	be	entitled	to	continued	health	care	benefits	(or	supplemental	coverage	to	Medicare,	as applicable)	for	the	remainder	of	their	lives,	which	will	be	provided	to	them	through	a	combination	of	continued	coverage	under	our	plans	and	cash payments	and	Mr.	Saunders's	equity-based	compensation	awards	will	be	treated	as	follows:

•all	stock	options	held	by	Mr.	Saunders	that	are	outstanding	as	of	the	date	of	termination	will	vest	in	full	and	become	immediately	exercisable for	the	remainder	of	their	term;

•all	equity-based	compensation	awards	(other	than	stock	options)	held	by	Mr.	Saunders	that	are	outstanding	as	of	the	date	of	termination which	(i)	were	granted	to	Mr.	Saunders	during	the	post-initial	public	offering	reliance	period	for	purposes	of	Section	162(m)	of	the	Internal Revenue	Code	or	(ii)	which	were	otherwise	not	intended	to	satisfy	the	"qualified	performance-based"	exception	of	Section	162(m)	of	the Internal	Revenue	Code,	will	vest	in	full	and	all	restrictions	on	these	awards	will	lapse;

•all	equity-based	compensation	awards	(other	than	stock	options)	held	by	Mr.	Saunders	that	are	outstanding	as	of	the	date	of	termination which	(i)	were	granted	to	Mr.	Saunders	following	the	post-initial	public	offering	reliance	period	for	purposes	of	Section	162(m)	of	the	Internal Revenue	Code	and	(ii)	were	intended	to	satisfy	the	"qualified	performance-based"	exception	of	Section	162(m)	of	the	Internal	Revenue	Code will	remain	outstanding	and	continue	to	vest	(or	be	forfeited)	in	accordance	with	the	terms	of	the	applicable	award	agreement;	and

•any	cash-based	long-term	incentive	awards	that	were	granted	to	Mr.	Saunders	prior	to	the	employment	period	will	vest	in	full,	and	amounts	in respect	of	these	awards	will	be	paid	to	him	on	the	date	they	would	have	otherwise	been	paid	had	he	remained	employed	with	us.

To	receive	these	severance	benefits,	Mr.	Saunders	is	required	to	execute	a	general	release	of	claims	against	Visa	Inc.	The	pro-rata	incentive payment	and	lump-sum	severance	payments	and	payments	in	respect	of	certain	of	Mr.	Saunders'	equity-based	compensation	awards	may	be	delayed for	six	months	following	his	"separation	from	service"	with	us	if	such	delay	in	payments	is	necessary	to	comply	with	Internal	Revenue	Code	Section	409A, and	any	delayed	cash	payments	will	accrue	interest	at	the	then-applicable	federal	rate.

Mr.	Saunders	is	entitled	to	a	tax	gross-up	payment	to	make	him	whole	for	any	excise	tax	imposed	under	Internal	Revenue	Code	Section	4999	on change-in-control	severance	payments	or	benefits	received	by	Mr.	Saunders,	unless	the	value	of	the	payments	and	benefits	does	not	exceed	110%	of the	greatest	amount	that	could	be	paid	to	him	without	incurring	the	excise	tax,	in	which	case	the	payments	and	benefits	will	be	reduced	below	the greatest	amount	that	could	be	paid	to	him	without	incurring	the	excise	tax.

We	are	also	required	to	reimburse	Mr.	Saunders	for	any	legal	fees	and	expenses	that	he	may	reasonably	incur	in	connection	with	any	dispute involving	his	employment	agreement	provided	that	he	prevails	on	any	material	issue	in	such	dispute.	Mr.	Saunders's	employment	agreement	contains restrictive	covenants,	which	prohibit	him	from	disclosing	confidential	information	obtained	while	employed	by	us	and	from	soliciting	our	employees	and customers	during	the	employment	period	and	for	the	one-year	period	following	termination	of	his	employment.

Other	Executive	Officers.	We	entered	into	employment	agreements	with	each	of	Messrs.	Partridge,	Morris,	Pollitt	and	Floum	pursuant	to	which	the executives	agreed	to	serve	following	our	offering	as	Chief	Operating	Officer,	President,	Chief	Financial	Officer	and	General	Counsel	and	Corporate Secretary	respectively.	Each	of	the	executives'	employment	agreements	are	for	a	period	of	three	years,	commencing	upon	the	date	immediately	prior	to our	offering	and	ending	on	the	third	anniversary	thereof,	subject	to	automatic	one-year	extensions	on	each	anniversary	of	the	agreement	after	the	third anniversary,	unless	either	party	gives	90-days	notice	of	its	intention	not	to	renew	the	employment	period.	However,	in	the	event	we	experience	a	"change of	control"	(as	defined	in	the	2007	Equity	Incentive	Compensation	Plan)	during	the	employment	period,	the	employment	period	will	be	the	longer	of	the then-remaining	period	or	the	two-year	anniversary	of	such	change	of	control.	The	employment	period	will	terminate	automatically	upon	the	executive's termination	of	employment	for	any	reason.	The	annual	base	salary	for	each	of	Messrs.	Partridge,	Morris,	Pollitt	and	Floum	during	the	term	of	the executive's	employment,	will	be	at	least	$750,000,	$750,000,	$	650,000	and	$555,000,	respectively.	In	addition,	with	respect	to	each	fiscal	year	during the	employment	period,	each	of	Messrs.	Partridge,	Morris,	Pollitt	and	Floum	will	be	eligible	to	receive	an	annual	incentive	payment	with	a	target	incentive opportunity	that	is	no	less	than	150%,	150%,	100%	and	100%,	respectively,	of	the	executive's	annual	base	salary.	The	executives'	annual	base	salaries and	target	incentive	payment	percentages	are	subject	to	annual	review	by	our	compensation	committee	for	increase,	but	not	decrease.	With	respect	to each	fiscal	year	during	the	applicable	employment	period,	each	of	Messrs.	Partridge,	Morris,	Pollitt	and	Floum	will	be	eligible	to	receive	an	annual	long- term	incentive	award	with	a	target	value	that	is	no	less	than	$3,000,000,	$4,000,000,	$1,500,000	and	$1,000,000,	respectively.	During	the	employment period,	each	executive	will	also	be	entitled	to	employee	benefits,	fringe	benefits	and	perquisites	on	a	basis	no	less	favorable	than	those	provided	to	our other	executive	officers.

Pursuant	to	the	terms	of	their	employment	agreements,	if,	during	the	employment	period,	the	employment	of	any	of	Messrs.	Partridge,	Morris, Pollitt	and	Floum	is	terminated	by	us	without	"cause"	(as	defined	in	the	agreements)	or	by	the	applicable	executive	for	"good	reason"	(as	defined	in	the agreements,	which	provide	that	the	executives	may	only	terminate	their	employment	for	good	reason	during	the	two-year	period	following	a	change	in control),	the	executives	are	entitled	to	receive	(i)	certain	accrued	payments	and	benefits,	(ii)	a	pro-rata	annual	incentive	payment	determined	and	payable in	the	same	manner	as	Mr.	Saunders's	pro-rata	annual	incentive	payment	and	(iii)	a	lump	sum	cash	payment	equal	to	two	times	the	sum	of	the executive's	annual	base	salary	and	target	annual	incentive	payment.	In	addition,	upon	such	a	termination,	the	executive	and	his	or	her	eligible dependents	will	be	entitled	to	continued	health	care	benefits	for	two	years	following	the	termination	of	such	executive's	employment.	Such	benefits	will	be provided	through	a	combination	of	continued	coverage	under	our	plans	and	cash	payments	and	the	executives'	equity-based	and	cash	long-term incentive	plan	compensation	awards	will	be	treated	in	substantially	the	same	manner	as	Mr.	Saunders's	awards.	Mr.	Morris'	$2,500,000	sign-on	bonus awarded	to	him	pursuant	to	his	executed	offer	letter	dated	June	20,	2007	will	become	nonforfeitable.

To	receive	these	severance	benefits,	the	applicable	executive	is	required	to	execute	a	general	release	of	claims	against	Visa	Inc.	The	pro-rata incentive	payment	and	lump-sum	severance	payments	and	payments	in	respect	of	certain	of	the	executives'	equity-based	compensation	awards	may	be delayed	for	six	months	following	the	executive's	"separation	from	service"	with	us	if	such	delay	in	payment	is	necessary	to	comply	with	Internal	Revenue Code	Section	409A,	and	any	delayed	cash	payments	will	accrue	interest	at	the	then-applicable	federal	rate.

Each	executive	is	entitled	to	a	tax	gross-up	payment	to	make	him	or	her	whole	for	any	excise	tax	imposed	under	Internal	Revenue	Code Section	4999	on	change-in-control	severance	payments	or	benefits	received	by	the	executive,	unless	the	value	of	the	payments	and	benefits	does	not exceed	110%	of	the	greatest	amount	that	could	be	paid	to	him	without	incurring	the	excise	tax,	in	which	case

the	payments	and	benefits	will	be	reduced	below	the	greatest	amount	that	could	be	paid	to	him	without	incurring	the	excise	tax.

We	are	also	required	to	reimburse	each	executive	for	any	legal	fees	and	expenses	that	he	or	she	may	reasonably	incur	in	connection	with	any dispute	involving	such	executive's	employment	agreement,	provided	that	he	or	she	prevails	on	any	material	issue	in	such	dispute.	Each	executive's employment	agreements	contains	restrictive	covenants,	which	prohibit	the	executive	from	disclosing	confidential	information	he	or	she	obtained	while employed	by	us	and	from	soliciting	our	employees	and	customers	during	the	executive's	employment	period	and	for	the	one-year	period	following	the termination	of	his	or	her	employment.

The	initial	employment	agreement	with	Mr.	Morris,	which	has	now	been	replaced	by	the	new	agreement,	provided	relocation	benefits	to	assist	with his	relocation	to	the	San	Francisco	area	including	(i)	payment	of	temporary	living	expenses	for	up	to	six	months	and	(ii)	50	round-trip	airline	tickets	for travel	between	San	Francisco	and	the	east	coast	during	the	one-year	period	following	commencement	of	his	employment.

# Quantification	of	Termination	Payments	and	Benefits

The	tables	below	reflect	the	amount	of	compensation	that	would	be	paid	to	each	of	our	named	executive	officers	in	the	event	of	termination	of	such executive	officer's	employment	under	various	scenarios.	The	amounts	shown	assume	that	such	termination	was	effective	as	of	September	30,	2008	and include	estimates	of	the	amounts	that	would	be	paid	to	each	executive	officer	upon	such	executive	officer's	termination.	The	tables	only	include	additional benefits	that	result	from	the	termination	and	do	not	include	any	amounts	or	benefits	earned,	vested,	accrued	or	owing	under	any	plan	for	any	other reason.	See	"—Grants	of	Plan-Based	Awards,"	"—Pension	Benefits"	and	"—Nonqualified	Deferred	Compensation."	Payments	that	would	be	made	over	a period	of	time	have	been	estimated	as	the	lump	sum	present	value	using	120%	of	the	Applicable	Federal	Rate	(with	the	exception	of	the	Retirement	Plan benefit).	The	actual	amounts	to	be	paid	can	only	be	determined	at	the	time	of	such	executive	officer's	separation	from	Visa	Inc.

# Mr.	Saunders

# Termination	Payments	&	Benefits

|  | Involuntary | Termination |  |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Not\tFor | or\tVoluntary |  |  |
|  | Cause | Good\tReason |  |  |
|  | Termination | Termination |  |  |
|  | or\tVoluntary | Following |  |  |
|  | Good\tReason | Change\tof |  |  |
|  | Termination | Control | Disability | Death |
| Incremental\tBenefits\tDue\tto\tTermination\tEvent | ($) | ($) | ($) | ($) |
| Cash\tLong-Term\tIncentive\tPlan\t(unvested) | 4,805,130 | 4,805,130 | 4,805,130 | 4,805,130 |
| Thrift\tPlan\t(unvested) | 0 | 0 | 18,180 | 18,180 |
| Excess\tThrift\tPlan\t(unvested) | 0 | 0 | 33,481 | 33,481 |
| Health\tand\tWelfare\tBenefits | 120,891 | 120,891 | 120,891 | 60,945 |
| Disability\tIncome | 0 | 0 | 623,240 | 0 |
| Excise\tTax\tGross-Up | 0 | 7,706,572(1) | 0 | 0 |
| Cash\tSeverance | 9,975,000 | 9,975,000 | 9,975,000 | 0 |
| Pro-rata\tincentive\tfor\tfiscal\t2008 | 2,375,000 | 2,375,000 | 2,375,000 | 2,375,000 |
| Unvested\tRestricted\tShares | 662,705 | 662,705 | 662,705 | 662,705 |
| Unvested\tOptions | 12,506,453 | 12,506,453 | 12,506,453 | 12,506,453 |
| Total | 30,445,179 | 38,151,751 | 31,120,080 | 20,461,895 |

(1) The	excise	tax	gross-up	at	September	30,	2008	is	dependent	in	large	part	on	a	five-year	historical	compensation	average.	During	this	five-year period	(2002	to	2007),	Mr.	Saunders	received	fees	as	a	non-employee	director	but	did	not	receive	compensation	as	the	Chief	Executive	Officer	or otherwise	as	an	employee.	Excise	tax	is	generally	triggered	when	payments	contingent	on	a	change	in	control	exceed	three	times	this	historical average.	Accordingly,	Mr.	Saunders's	unusually	low	five-year	historical	average	compensation	in	comparison	with	Mr.	Saunders's	current compensation	results	in	a	substantial	excise	tax	gross-up.	In	future	years,	as	the	five-year	average	begins	to	reflect	actual	compensation	as	the Chief	Executive	Officer,	the	excise	tax	gross-up	is	expected	to	diminish.

# Mr.	Pollitt

# Mr.	Partridge

|  | Involuntary | Termination |  |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Not\tFor | Following |  |  |
|  | Cause | Change\tof |  |  |
|  | Termination | Control | Disability | Death |
| Incremental\tBenefits\tDue\tto\tTermination\tEvent | ($) | ($) | ($) | ($) |
| Cash\tLong-Term\tIncentive\tPlan\t(unvested) | 1,480,100 | 1,480,100 | 1,480,000 | 1,480,100 |
| Thrift\tPlan\t(unvested) | 0 | 0 | 0 | 0 |
| Excess\tThrift\tPlan\t(unvested) | 0 | 0 | 0 | 0 |
| Health\tand\tWelfare\tBenefits | 46,199 | 46,199 | 38,214 | 10,045 |
| Disability\tIncome | 0 | 0 | 1,568,431 | 0 |
| Excise\tTax\tGross-Up | 0 | 2,571,591 | 0 | 0 |
| Cash\tSeverance | 3,750,000 | 3,750,000 | 0 | 0 |
| Pro-rata\tincentive\tfor\tfiscal\t2008 | 1,125,000 | 1,125,000 | 1,125,000 | 1,125,000 |
| Unvested\tRestricted\tShares | 1,007,594 | 1,007,594 | 1,007,594 | 1,007,594 |
| Unvested\tOptions | 6,139,540 | 6,139,540 | 6,139,540 | 6,139,540 |
| Total | 13,548,432 | 16,120,023 | 11,358,878 | 9,762,278 |

# Mr.	Floum

|  | Involuntary | Termination |  |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Not\tFor | Following |  |  |
|  | Cause | Change\tof |  |  |
|  | Termination | Control | Disability | Death |
| Incremental\tBenefits\tDue\tto\tTermination\tEvent | ($) | ($) | ($) | ($) |
| Cash\tLong-Term\tIncentive\tPlan\t(unvested) | 973,274 | 973,274 | 973,274 | 973,274 |
| Thrift\tPlan\t(unvested) | 0 | 0 | 0 | 0 |
| Excess\tThrift\tPlan\t(unvested) | 0 | 0 | 0 | 0 |
| Health\tand\tWelfare\tBenefits | 46,199 | 46,199 | 38,214 | 10,045 |
| Disability\tIncome | 0 | 0 | 3,590,210 | 0 |
| Excise\tTax\tGross-Up | 0 | 0 | 0 | 0 |
| Cash\tSeverance | 2,200,000 | 2,200,000 | 0 | 0 |
| Pro-rata\tincentive\tfor\tfiscal\t2008 | 555,000 | 555,000 | 555,000 | 555,000 |
| Unvested\tRestricted\tShares | 622,126 | 622,126 | 622,126 | 622,126 |
| Unvested\tOptions | 2,728,682 | 2,728,682 | 2,728,682 | 2,728,682 |
| Total | 7,145,282 | 7,145,282 | 8,507,507 | 4,889,128 |

# Director	Compensation

The	following	table	sets	forth	information	concerning	the	total	compensation	paid	to	the	current	directors	of	Visa	Inc.	during	fiscal	2008	for	their service	on	the	board	of	directors.

|  | Fees |  |  |  |  | &amp; |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Earned |  |  |  | Non-Equity | Non-qualified |  |  |
|  | or\tPaid | Stock | Stock | Option | Incentive\tPlan | Deferred | All\tOther |  |
|  | in\tCash | Awards | Awards | Awards | Compensation | Compensation | Compensation | Total |
| Name | ($) | ($) | (2) | ($) | ($) | ($) | ($) | ($) |
| Hani\tAl-Qadi | 82,000 | 87,440 | 87,440 | — | — | — | — | 169,440 |
| Thomas\tCampbell | 107,000 | 87,440 | 87,440 | — | — | — | — | 194,440 |
| Gary\tCoughlan | 87,000 | 87,440 | 87,440 | — | — | — | — | 174,440 |
| Mary\tB.\tCranston | 92,000 | 87,440 | 87,440 | — | — | — | — | 179,440 |
| Charles\tT.\tDoyle | 82,000 | 87,440 | 87,440 | — | — | — | — | 169,440 |
| Francisco\tJavier\tFernandez-Carbajal | 87,000 | 87,440 | 87,440 | — | — | — | — | 174,440 |
| Peter\tHawkins | 82,000 | 87,440 | 87,440 | — | — | — | — | 169,440 |
| Suzanne\tNora\tJohnson | 87,000 | 87,440 | 87,440 | — | — | — | — | 174,440 |
| Robert\tW.\tMatschullat | 102,000 | 87,440 | 87,440 | — | — | — | — | 189,440 |
| David\tI.\tMcKay | 82,000 | 87,440 | 87,440 | — | — | — | — | 169,440 |
| Cathy\tElizabeth\tMinehan | 87,000 | 87,440 | 87,440 | — | — | — | — | 174,440 |
| David\tJ.\tPang | 82,000 | 87,440 | 87,440 | — | — | — | — | 169,440 |
| Charles\tW.\tScharf | 82,000 | 87,440 | 87,440 | — | — | — | 22,500(3) | 191,940 |
| Segismundo\tSchulin-Zeuthen | 82,000 | 87,440 | 87,440 | — | — | — | — | 169,440 |
| William\tShanahan | 102,000 | 87,440 | 87,440 | — | — | — | — | 189,440 |
| John\tA.\tSwainson | 112,000 | 87,440 | 87,440 | — | — | — | — | 199,440 |
| Johannes\t(Hans)\tI.\tvan\tder\tVelde^(1) | 41,000 |  | — | — | — | — | — | 41,000 |

(1) Mr.	van	der	Velde	is	not	an	active	director	as	of	the	end	of	the	fiscal	year	as	his	service	on	the	board	ended	upon	the	completion	of	the	IPO.

(2) The	amounts	in	column	(c)	reflect	the	dollar	amount	recognized	for	financial	statement	reporting	purposes	for	the	2008	fiscal	year,	in	accordance with	FAS	123(R),	of	the	stock	awards.	Assumptions	used	in	the	calculation	of	these	amounts	are	included	elsewhere	in	this	Form	10-K.	The	full grant	value	of	the	stock	award	was	$162,008	for	each	director	receiving	an	award.

(3) Amount	in	column	(g)	includes	$22,500	in	meeting	fees	paid	to	Mr.	Scharf	by	our	subsidiary	Visa	USA	for	his	service	on	the	Visa	USA	Litigation Committee.	This	committee	met	9	times	during	fiscal	2008.

| (a) | (b) | (c) | (d) | (e) | (f) | (g) |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | Audit | Comp. |  |  |
|  |  |  | Committee | Committee |  | Ad\tHoc |
|  |  | Lead | Chair/ | Chair/ | Nomination | Legal |
|  | Board | Director | Member | Member | Committee | Committee |
|  | Retainer | Retainer | Retainer | Retainer | Chair | Meting |
| Name | ($) | ($) | ($) | ($) | Retainer\t($) | Fees\t($) |
| Hani\tAl-Qadi | 82,000 | — | — | — | — | — |
| Thomas\tCampbell | 82,000 | — | — | 5,000 | 15,000 | 5,000 |
| Gary\tCoughlan | 82,000 | — | 5,000 | — | — | — |
| Mary\tB.\tCranston | 82,000 | — | 5,000 | — | — | 5,000 |
| Charles\tT.\tDoyle | 82,000 | — | — | — | — | — |
| Francisco\tJavier\tFernandez-Carbajal | 82,000 | — | 5,000 | — | — | — |
| Peter\tHawkins | 82,000 | — | — | — | — | — |
| Suzanne\tNora\tJohnson | 82,000 | — | — | 5,000 | — | — |
| Robert\tW.\tMatschullat | 82,000 | — | 20,000 | — | — | — |
| David\tI.\tMcKay | 82,000 | — | — | — | — | — |
| Cathy\tElizabeth\tMinehan | 82,000 | — | 5,000 | — | — | — |
| David\tJ.\tPang | 82,000 | — | — | — | — | — |
| Charles\tW.\tScharf | 82,000 | — | — | — | — | — |
| Segismundo\tSchulin-Zeuthen | 82,000 | — | — | — | — | — |
| William\tShanahan | 82,000 | — | — | 20,000 | — | — |
| John\tA.\tSwainson | 82,000 | 25,000 | — | 5,000 | — | — |
| Johannes\t(Hans)\tI.\tvan\tder\tVelde | 41,000 | — | — | — | — | — |

Pursuant	to	our	director	compensation	program,	we	use	a	combination	of	cash	and	equity-based	compensation	to	attract	and	retain	non-employee directors	and	to	compensate	such	directors	for	their	service	on	the	board	of	directors	in	an	amount	that	is	commensurate	with	their	role	and	involvement. In	setting	director	compensation,	we	consider	the	significant	amount	of	time	our	directors	will	expend	in	fulfilling	their	duties	as	well	as	the	skill	level required	of	our	board	of	directors.

Directors	who	are	also	our	full-time	employees	do	not	receive	additional	compensation	for	their	service	as	directors.	Each	non-employee	director receives	compensation	for	service	on	our	board	of	directors	as	described	below.

# Cash	Compensation

Each	director	who	is	not	a	full-time	employee	is	paid	an	annual	retainer	of	$82,000.	John	A.	Swainson	receives	an	additional	annual	retainer	of $25,000	as	the	lead	director.	Each	non-employee	director	who	serves	as	a	chairperson	of	a	committee	receives	the	following	additional	annual	retainer for	serving	as	such:	$20,000	to	the	audit	and	risk	committee	chairperson,	$20,000	to	the	compensation	committee	chairperson	and	$15,000	to	the nominating/corporate	governance	committee	chairperson.	An	annual	retainer	of	$5,000	is	also	paid	to	each	non-employee	director	who	serves	as	a member	(non-chairperson)	of	the	audit	or	the	compensation	committees.	Each	non-employee	director	who	is	a	member	of	the	Ad	Hoc	Legal	Committee receives	a	meeting	fee	of	$2,500	for	each	meeting	attended,	subject	to	a	cap	of	$15,000	per	year.	In	addition,	customary	expenses	for	attending	board	of directors	and	committee	meetings	are	reimbursed.

# Equity	Compensation

Each	non-employee	director	receives	an	annual	stock	grant	with	a	value	of	$162,000	in	the	form	of	restricted	stock	or	restricted	stock	units.

# Stock	Ownership	Guidelines

Company	stock	ownership	guidelines	have	been	established	for	the	non-employee	directors.	A	guideline	of	three	times	the	annual	retainer	was established	to	reinforce	the	importance	of	aligning	the	interests	of	the	board	members	with	the	interests	of	our	shareholders.

# ITEM	12 Security	Ownership	of	Certain	Beneficial	Owners	and	Management	and	Related	Stockholder	Matters

# Securities	Authorized	for	Issuance	Under	Equity	Compensation	Plans

| Plan	Category | (a)<br>Number	of	Securities	to	be<br>Issued	upon	Exercise	of<br>Outstanding	Options,<br>Warrants	and	Rights | (b)<br>Weighted-<br>average	exercise<br>price	of<br>Outstanding<br>Options,<br>Warrants	and<br>Rights | (c)<br>Number	of	Securities<br>Remaining	Available	for<br>Future	Issuance	under<br>Equity	Compensation<br>Plans	(excluding<br>securities	reflected	in<br>Column	(a)) |
| :--- | :--- | :--- | :--- |
| Equity\tCompensation\tPlans\tApproved |  |  |  |
| by\tSecurity\tHolders |  |  |  |
| Visa\tInc.\t2007\tEquity\tIncentive |  |  |  |
| Compensation\tPlan(1) | 9,502,392 | $44.11 | 48,221,892 |
| Equity\tCompensation\tPlans\tNot |  |  |  |
| Approved\tby\tSecurity\tHolders |  |  |  |
| None | — | — | — |
| Total | 9,502,392 | $44.11 | 48,221,892 |

(1) This	plan	became	effective	on	October	3,	2007,	the	date	it	was	approved	by	the	affirmative	vote	of	the	members	holding	membership	interests	in Visa	International,	Visa	U.S.A.	and	Visa	Canada,	which,	upon	the	completion	of	the	reorganization	represented	a	majority	of	the	outstanding shares	of	common	stock	of	Visa	Inc.	immediately	after	the	completion	of	the	restructuring.	A	maximum	of	59,000,000	shares	of	our	common	stock are	available	for	issuance	under	the	equity	incentive	plan,	subject	to	adjustment	for	certain	changes	in	our	capital	structure.

# Security	Ownership	of	Certain	Beneficial	Owners	and	Management

The	following	table	sets	forth	information	about	the	beneficial	ownership	of	our	directors,	executive	officers	and	persons	that,	based	on	our	stock ownership	as	of	November	12,	2008,	beneficially	own	five	percent	of	our	class	A,	class	B	or	class	C	common	stock.	Except	where	otherwise	indicated,	we believe	that	the	stockholders	named	in	the	table	below	have	sole	voting	and	investment	power	with	respect	to	all	shares	of	common	stock	shown	as beneficially	owned	by	them.

This	table	assumes	the	total	number	of	shares	outstanding	is	as	follows:

As	of	November	12,	2008	we	have	approximately	1,778	holders	of	our	class	B	common	stock	and	approximately	1,456	holders	of	our	class	C common	stock.

|  | Boston,	MA	02109 | 47,909,873 | 10.7% |
| :--- | :--- | :--- | :--- |
| Class\tB | JPMorgan\tChase\t&amp;\tCo. (3)(4) |  |  |
|  | 270\tPark\tAvenue |  |  |
|  | New\tYork,\tNew\tYork\t10017-2070 | 57,125,152 | 23.3% |
| Class\tB | Bank\tof\tAmerica\tCorporation (3)(5) |  |  |
|  | 100\tN.\tTryon\tStreet |  |  |
|  | Bank\tof\tAmerica\tCorporate\tCenter |  |  |
|  | Charlotte,\tNorth\tCarolina\t28255 | 30,354,108 | 12.4% |
| Class\tB | National\tCity\tCorporation(3)(6) |  |  |
|  | National\tCity\tCenter |  |  |
|  | 1900\tEast\tNinth\tStreet |  |  |
|  | Cleveland,\tOhio\t44114-3484 | 19,740,446 | 8.0% |
| Class\tB | Citigroup(3)(7) |  |  |
|  | 399\tPark\tAvenue |  |  |
|  | New\tYork,\tNew\tYork\t10043 | 13,592,372 | 5.5% |
| Class\tB | U.S.\tBancorp(3)(8) |  |  |
|  | U.S.\tBancorp\tCenter |  |  |
|  | 800\tNicollet\tMall |  |  |
|  | Minneapolis,\tMinnesota\t55402 | 12,533,419 | 5.1% |
| Class\tB | Wells\tFargo\t&amp;\tCompany (3)(9) |  |  |
|  | 420\tMontgomery\tStreet |  |  |
|  | San\tFrancisco,\tCalifornia\t94104 | 12,368,751 | 5.0% |

| Class	of	Visa	Inc. | Directors	and	Executive |  | Shares | %	of |
| :--- | :--- | :--- | :--- | :--- |
| Common\tStock | Officers: | Position | Owned | Class^(1) |
| Class\tA | Joseph\tW.\tSaunders | Chairman,\tChief\tExecutive\tOfficer | 114,838 | *% |
|  |  | and\tClass\tII\tDirector |  |  |
| Class\tA | Byron\tH.\tPollitt | Chief\tFinancial\tOfficer | 19,281 | *% |
| Class\tA | John\tC.\t(Hans)\tMorris | President | 64,792 | *% |
| Class\tA | William\tM.\tSheedy | President,\tNorth\tAmerica | 18,093 | *% |
| Class\tA | Joshua\tR.\tFloum | General\tCounsel\tand\tCorporate | 44,962 | *% |
|  |  | Secretary |  |  |
| Class\tA | John\tM.\tPartridge | Chief\tOperating\tOfficer | 36,335 | *% |
| Class\tA | Ellen\tRichey | Chief\tEnterprise\tRisk\tOfficer | 21,641 | *% |
| Class\tA | Elizabeth\tBuse | Global\tHead\tof\tProduct | 17,413 | *% |
| Class\tC | Hani\tAl-Qadi | Class\tI\tDirector | 100,000 | *% |
| Class\tA | Thomas\tCampbell | Class\tII\tDirector | 3,682 | *% |
| Class\tA | Gary\tCoughlan | Class\tII\tDirector | 7,682 | *% |
| Class\tA | Mary\tB.\tCranston | Class\tII\tDirector | 8,382 | *% |
| Class\tB | Charles\tT.\tDoyle(10) | Class\tI\tDirector | 2,438 | *% |
| Class\tC | Charles\tT.\tDoyle | Class\tI\tDirector | 15,682 | *% |
| Class\tA | Francisco\tJavier\tFernandez-Carbajal | Class\tII\tDirector | 30,000 | *% |
| Class\tA | Peter\tHawkins | Class\tI\tDirector | 6,500 | *% |
| Class\tA | Suzanne\tNora\tJohnson | Class\tII\tDirector | 13,682 | *% |
| Class\tA | Robert\tW.\tMatschullat | Class\tIII\tDirector | 6,682 | *% |
| Class\tA | David\tI.\tMcKay | Class\tI\tDirector | 3,000 | *% |
| Class\tA | Cathy\tElizabeth\tMinehan | Class\tIII\tDirector | 9,182(11) | *% |
| — | David\tJ.\tPang | Class\tIII\tDirector | — | *% |
| Class\tC | Charles\tW.\tScharf | Class\tI\tDirector | 3,682 | *% |
| — | Segismundo\tSchulin-Zeuthen | Class\tI\tDirector | — | *% |
| Class\tA | William\tShanahan | Class\tIII\tDirector | 128,682 | *% |
| Class\tA | John\tA.\tSwainson | Class\tIII\tDirector | 5,682 | *% |
|  | Class\tA\tcommon\tstock\theld\tby\tall\tdirectors\tand\texecutive\tofficers\tas\ta\tgroup | Class\tA\tcommon\tstock\theld\tby\tall\tdirectors\tand\texecutive\tofficers\tas\ta\tgroup | 560,511 | *% |
|  | Class\tB\tcommon\tstock\theld\tby\tall\tdirectors\tand\texecutive\tofficers\tas\ta\tgroup | Class\tB\tcommon\tstock\theld\tby\tall\tdirectors\tand\texecutive\tofficers\tas\ta\tgroup | 2,438 | *% |
|  | Class\tC\tcommon\tstock\theld\tby\tall\tdirectors\tand\texecutive\tofficers\tas\ta\tgroup | Class\tC\tcommon\tstock\theld\tby\tall\tdirectors\tand\texecutive\tofficers\tas\ta\tgroup | 119,364 | *% |

(1) The	total	number	of	class	B	shares	outstanding	and	the	percentage	ownership	calculation	of	class	B	common	stock	excludes	class	B	common stock	held	by	Visa	U.S.A.	The	total	number	of	class	C	shares	outstanding	and	the	percentage	ownership	calculation	of	class	C	common	stock excludes	class	C	common	stock	held	by	Visa	International	Service	Association.

(2) Based	on	a	Schedule	13G	filed	on	October	10,	2008,	as	of	September	30,	2008,	(i)	FMR	LLC	reported	beneficial	ownership	of	47,909,873	shares, sole	voting	power	as	to	2,175,268	of	the	shares,	and	sole	dispositive	power	as	to	47,909,873	of	the	shares,	(ii)	Fidelity	Management	&	Research Company	reported	beneficial	ownership	of	45,955,853	shares,	and	sole	dispositive	power	as	to	45,955,853	of	the	shares,	(iii)	Strategic	Advisers, Inc.	reported	beneficial	ownership	of	14,477	of	the	shares,	(iv)	Pyramis	Global	Advisors,	LLC	reported	beneficial	ownership	of	27,550	of	the	shares, sole	voting	power	as	to	27,550	of	the	shares	and	sole	dispositive	power	as	to	27,550	of	the	shares,	(v)	Pyramis	Global	Advisors	Trust	Company reported	beneficial	ownership	of	220,690	of	the	shares,	sole	voting	power	as	to	220,690	of	the	shares	and	sole	dispositive	power	as	to	220,690	of the	shares,	and	(vi)	FIL	Limited	reported	beneficial	ownership	of	1,691,303	of	the	shares,	sole	voting	power	as	to	1,669,503	of	the	shares

(3) Holders	of	class	B	and	class	C	common	stock	do	not	have	voting	rights,	except	in	the	case	of	certain	amendments	to	our	current	certificate	of incorporation	which	affect	the	terms	of	our	class	B	common

stock	or	our	class	C	common	stock,	certain	extraordinary	transactions	and	as	may	be	required	under	Delaware	law.

(4) JPMorgan	Chase	&	Co	is	a	reporting	company	under	the	Exchange	Act,	the	shares	of	which	are	traded	on	the	New	York	Stock	Exchange	and widely	held.

(5) Bank	of	America	Corporation	is	a	reporting	company	under	the	Exchange	Act,	the	shares	of	which	are	traded	on	the	New	York	Stock	Exchange and	widely	held.

(6) National	City	Corporation	is	a	reporting	company	under	the	Exchange	Act,	the	shares	of	which	are	traded	on	the	New	York	Stock	Exchange	and widely	held.

(7) Citigroup	Inc.	is	a	reporting	company	under	the	Exchange	Act,	the	shares	of	which	are	traded	on	the	New	York	Stock	Exchange	and	widely	held. Citigroup	Inc.'s	class	B	common	stock	reflects	the	shares	of	common	stock	held	by	its	subsidiaries	on	a	consolidated	basis.

(8) U.S.	Bancorp	is	a	reporting	company	under	the	Exchange	Act,	the	shares	of	which	are	traded	on	the	New	York	Stock	Exchange	and	widely	held.

(9) Wells	Fargo	&	Company	is	a	reporting	company	under	the	Exchange	Act,	the	shares	of	which	are	traded	on	the	New	York	Stock	Exchange	and widely	held.

(10) Shares	of	class	B	common	stock	are	held	by	Texas	First	Bank.	Texas	First	Bank	is	a	wholly	owned	subsidiary	of	Texas	Independent	Bancshares, Inc.	of	which	Mr.	Doyle	is	Chairman	of	the	Board,	Chief	Executive	Officer	and	a	major	stockholder.	Mr.	Doyle	disclaims	beneficial	ownership	of	the shares	held	by	Texas	First	Bank	except	to	the	extent	of	his	pecuniary	interest	therein.

(11) Includes	2,000	shares	of	class	A	common	stock	held	by	Ms.	Minehan's	husband.	Ms.	Minehan	disclaims	beneficial	ownership	of	the	shares	held	by her	husband	except	to	the	extent	of	her	pecuniary	interest	therein.

# ITEM	13. Certain	Relationships	and	Related	Transactions,	and	Director	Independence

On	February	1,	2008,	the	Audit	and	Risk	Committee	of	the	Board	of	Directors	adopted	a	written	Statement	of	Policy	with	Respect	to	Related	Party Transactions	(the	Policy)	governing	any	transaction,	arrangement	and	relationship	between	the	Company	and	any	Related	Party	where	the	aggregate amount	will	or	may	exceed	$120,000	and	any	Related	Party	had,	has	or	will	have	a	direct	or	indirect	material	interest	(Related	Party	Transactions).	Under the	Policy,	the	Audit	and	Risk	Committee	or	its	Management	Delegate(s)	shall	review	Related	Party	Transactions	and	may	approve	such	Transactions only	if	it	is	determined	that	such	transactions	are	in,	or	not	inconsistent	with,	the	best	interests	of	the	Company	and	its	stockholders.	In	the	event	the Company	becomes	aware	of	a	Related	Party	Transaction	that	was	not	previously	approved	or	ratified	under	the	Policy,	the	Audit	Committee	or Management	Delegate(s)	shall	evaluate	all	options	available	to	the	Company,	including	ratification,	revision	or	termination	of	the	Related	Party Transaction.	The	Policy	does	not	supersede	any	other	Company	policy	and	is	intended	to	augment	and	work	in	conjunction	with	other	Company	policies having	code	of	conduct	and/or	conflict	of	interest	provisions.

We	engage	in	transactions,	arrangements	and	relationships	with	many	other	entities,	including	financial	institutions	and	professional	organizations, in	the	course	of	our	ordinary	business	activities.	Some	of	our	directors,	executive	officers,	greater	than	five	percent	shareholders	and	their	immediate family	members	(each,	a	Related	Party)	may	be	directors,	officers,	partners,	employees	or	shareholders	of	these	entities.	We	carry	out	transactions	with these	entities	on	customary	terms,	and,	in	many	instances,	our	directors	and	executive	officers	may	not	have	knowledge	of	them.	To	the	Company's knowledge,	since	the	adoption	of	the	Policy	no	Related	Party	has	had	a	material	interest	in	any	of	our	ongoing	business	transactions	or	relationships other	than	as	described	below.	There	are	no	other	transactions	or	relationships	with	these	entities	outside	the	ordinary	course.

# JPMorgan	Chase	Bank,	National	Association

Charles	W.	Scharf,	a	member	of	our	board	of	directors,	is	the	Chief	Executive	Officer	of	Retail	Financial	Services	at	JPMorgan	Chase	&	Co.

JPMorgan	Chase	Bank,	N.A.	and	Visa	U.S.A.	entered

into	a	master	agreement,	effective	at	January	1,	2005	and	amended	and	supplemented	March	31,	2005,	pursuant	to	which	JPMorgan	Chase	agreed, among	other	things,	to	issue	Visa-branded	credit	and	debit	cards	in	exchange	for	certain	pricing	terms,	payments	and	other	incentives.	Visa	U.S.A.	and its	affiliates	provide,	among	other	things,	authorization,	processing,	settlement,	account	support,	advertising	and	promotional	services	to	JPMorgan Chase.	Operating	revenues	recognized	as	a	result	of	fees	paid,	net	of	incentives,	from	JPMorgan	Chase	and	its	affiliates	were	$345	million,	$408	million, $454	million	and	$501	million	in	fiscal	2005,	2006,	2007	and	2008	respectively.

Though	JPMorgan	Chase	is	one	of	our	largest	customers	globally,	the	terms	we	provide	to	JPMorgan	Chase,	including	pricing	terms,	payments and	other	incentives,	are	substantially	similar	in	structure	and	value	to	the	terms	provided	to	our	other	customers,	whether	or	not	affiliated	with	us, except	to	the	extent	such	terms	are	adjusted	based	on	customer	size.	Due	to	its	relative	customer	size	and	contribution	to	our	revenue,	JPMorgan	Chase generally	receives	terms	which,	in	the	aggregate,	are	more	favorable	than	the	terms	afforded	to	our	other	customers	that	produce	less	revenue	for	us. Specific	terms	include:

•	 Standard	Pricing	Rates	with	Volume	Tiers .	JPMorgan	Chase	is	subject	to	the	same	standard	pricing	rates	that	apply	to	all	Visa	U.S.A. customers.	Our	standard	pricing	is	tiered	and	rates	decrease	as	a	customer	generates	greater	volume.

•	 Pricing	Discounts	for	Participation	in	Our	U.S.	Partnership	Program .	Over	450	Visa	U.S.A.	customers	meet	the	eligibility	requirements	of	our U.S.	partnership	program	and	receive	additional	tiered	pricing	discounts	applied	to	our	standard	pricing.	JPMorgan	meets	the	requirements	of the	U.S.	partnership	program	and	receives	the	corresponding	discounts.

•	 Additional	Incentives.	Additional	incentives	are	cash	payments	and	other	incentives	that	we	offer	to	selected	customers,	typically	our	larger customers,	in	exchange	for	their	commitment	to	generate	certain	payments	volume	using	Visa-branded	products	for	an	agreed	period	of time.	The	total	value	of	these	incentives	varies	and	is	primarily	based	on	the	size	of	the	customer.	The	incentives	provided	to	JPMorgan Chase	were	negotiated	on	an	arms-length	basis	and	are	individually	tailored	to	mutually-agreed	upon	objectives	and	include	fixed	incentives, growth	based	incentives	and	conversion	support.

Over	the	past	three	fiscal	years	the	aggregate	amount	of	financial	incentives	provided	to	JPMorgan	Chase	has	been	larger	than	those	afforded	to other	customers	that	produce	less	revenue	for	us.

Consistent	with	most	of	our	larger	customer	relationships,	our	relationship	with	JPMorgan	Chase	in	certain	circumstances	may	be	terminated	on relatively	short	notice.	The	agreement	was	entered	into	by	a	predecessor	to	Visa	prior	to	the	adoption	of	the	policy.	The	Company	believes	the	terms	of the	agreement	were	at	least	as	favorable	as	they	would	have	been	had	it	contracted	with	unrelated	third	parties	under	the	same	or	similar	circumstances.

Further,	JPMorgan	Chase	is	a	party	to	the	Company's	$3.0	billion	five-year	revolving	credit	facility	that	was	entered	into	on	February	15,	2008.	No amounts	were	outstanding	under	the	credit	facility	at	any	time	and	no	interest	has	been	paid.

See	Note	11—Debt	to	our	consolidated	financial	statements	included	in	Item	8	of	this	report	for	more	information	about	the	credit	facility.

# Texas	Independent	Bancshares	Inc.

Texas	Independent	Bancshares,	Inc.	is	a	non-equity	member	of	Visa	U.S.A.	Charles	T.	Doyle,	our	regional	director	from	our	U.S.A.	region,	is	the Chairman	of	the	Board,	Chief	Executive	Officer	and	a

major	shareholder	of	Texas	Independent	Bancshares.	In	October	2004,	Texas	Independent	Bancshares	was	named	as	a	defendant	in	the	interchange litigation	which	comprises	a	part	of	our	covered	litigation.	Texas	Independent	Bancshares	is	also	a	party	to	a	joint	defense	agreement	relating	to	the interchange	litigation.	Pursuant	to	a	Visa	U.S.A.	board	resolution	dated	April	18,	2007,	which	was	approved	by	a	majority	of	the	independent	directors	of Visa	U.S.A.,	Visa	U.S.A.	reimburses	Texas	Independent	Bancshares	for	reasonable	costs	and	expenses	incurred	in	defending	itself	in	the	interchange litigation	and	as	a	participant	in	the	joint	defense	agreement.	In	the	board	resolution,	the	Visa	U.S.A.	board	noted	its	belief	that	Texas	Independent Bancshares	would	not	have	been	named	as	a	defendant	in	the	interchange	litigation	absent	Mr.	Doyle's	being	a	member	of	the	Visa	U.S.A.	board.	Visa U.S.A.	reimbursed	Texas	Independent	Bancshares	$101,000	in	fiscal	2006,	$483,000	in	fiscal	2007	and	$260,000	in	fiscal	2008.	This	agreement	was entered	into	prior	to	the	adoption	of	the	Policy,	but	was	subsequently	ratified	by	the	audit	and	risk	committee	of	our	Board,	which	found	that	it	is	in,	or	not inconsistent	with,	the	best	interests	of	the	Company	and	its	stockholders.

# Royal	Bank	of	Canada

Royal	Bank	of	Canada	(RBC)	is	a	participant	in	the	Visa	system.	David	McKay,	our	regional	director	from	our	Canada	region,	is	Group	Head	of Canadian	Banking	for	RBC.	As	part	of	the	reorganization,	RBC	incurred	costs	associated	with	its	filing	for	regulatory	clearance	under	the	U.S. competition	laws.	Visa	agreed	to	reimburse	RBC	for	certain	of	the	expenses.	RBC	subsequently	requested	reimbursement	in	the	amount	of	$125,000.	In July	2008,	Visa	paid	this	amount.	This	reimbursement	agreement	was	entered	into	prior	to	the	adoption	of	the	Policy.

# Relationship	with	a	Visa	U.S.A.	employee

Mary	B.	Cranston	is	one	of	our	independent	directors.	In	September,	2008	one	of	Ms.	Cranston's	daughters	married	a	Visa	U.S.A.	employee, Russell	Hamilton.	While	Mr.	Hamilton	is	not	an	executive	officer	of	the	Company,	his	compensation	exceeds	$120,000	per	year.	Accordingly,

Mr.	Hamilton	is	both	a	Related	Party	and	his	employment	is	a	Related	Party	Transaction	for	purposes	of	the	Company's	Policy.	On	October	14,	2008,	the audit	and	risk	committee	of	our	Board	reviewed	the	circumstances	surrounding	Mr.	Hamilton's	employment	and	his	relationship	to	Ms.	Cranston	and determined	that	they	are	not	material.	Accordingly,	the	audit	and	risk	committee	approved	Mr.	Hamilton's	continued	employment	and	each	component	of his	compensation,	including	any	pay	increases	and	promotions	that	may	be	provided	to	him	in	future	in	accordance	with	the	Company's	standard compensation	policies	and	practices	for	similarly	situated	employees.

# Director	Independence

Pursuant	to	the	corporate	governance	listing	standards	of	the	NYSE,	a	majority	of	our	board	of	directors	(and	each	member	of	the	audit	and	risk, compensation	and	nominating	and	corporate	governance	committees)	must	be	independent.	Our	board	of	directors	adopted	director	independence standards,	which	are	contained	in	our	Corporate	Governance	Guidelines,	to	assist	in	its	determination	of	director	independence.	No	director	will	qualify as	"independent"	unless	our	board	of	directors	affirmatively	determines	that	the	director	has	no	material	relationship	with	the	Company	(either	directly	or as	a	partner,	stockholder	or	officer	of	an	organization	that	has	a	material	relationship	with	the	Company).	Material	relationships	can	include	commercial, industrial,	banking,	consulting,	legal,	accounting,	charitable	and	familial	relationships	(among	others).

In	accordance	with	the	NYSE	Listed	Company	Manual	and	our	certificate	of	incorporation,	our	board	of	directors	established	the	following guidelines	to	assist	in	determining	director	"independence":

Subject	to	the	NYSE	Listed	Company	Manual,	including	the	Commentary	thereto	(and	any	exceptions	stated	therein),	a	director	will	not	be independent	if:	(i)	the	director	is,	or	has	been	within	the

last	three	years,	employed	by	the	Company,	or	an	immediate	family	member	of	the	director	is,	or	has	been	within	the	last	three	years,	employed	by	the Company	as	an	executive	officer;	(ii)	the	director	or	an	immediate	family	member	of	the	director	has	received,	during	any	twelve	month	period	within	the last	three	years,	more	than	$100,000	in	direct	compensation	from	the	Company,	other	than	director	and	committee	fees	and	pension	or	other	forms	of deferred	compensation	for	prior	service	(provided	that	such	compensation	is	not	contingent	in	any	way	on	continued	service);	(iii)	(a)	the	director	or	an immediate	family	member	is	a	current	partner	of	a	firm	that	is	the	Company's	internal	or	external	auditor,	(b)	the	director	is	a	current	employee	of	such	a firm,	(c)	the	director	has	an	immediate	family	member	who	is	a	current	employee	of	such	a	firm	and	who	participates	in	the	firm's	audit,	assurance	or	tax compliance	(but	not	tax	planning)	practice	or	(d)	the	director	or	an	immediate	family	member	was	within	the	last	three	years	(but	is	no	longer)	a	partner	or employee	of	such	a	firm	and	personally	worked	on	the	Company's	audit	within	that	time;	(iv)	the	director	or	an	immediate	family	member	of	the	director is,	or	has	been	within	the	last	three	years,	employed	as	an	executive	officer	of	another	company	where	any	of	the	Company's	present	executives	at	the same	time	serves	or	served	on	that	company's	compensation	committee;	or	(v)	the	director	is	a	current	employee,	or	an	immediate	family	member	of	the director	is	a	current	executive	officer,	of	another	company	that	has	made	payments	to,	or	receives	payments	from	the	Company	for	property	or	services in	an	amount	which,	in	any	of	the	last	three	fiscal	years,	exceeds	the	greater	of	$1,000,000	or	two	percent	(2%)	of	such	other	company's	consolidated gross	revenues.

The	following	commercial	or	charitable	relationships	will	not	be	considered	to	be	material	relationships	that	would	impair	a	director's	independence: (i)	relationships	involving	the	provision	of	products	or	services	either	by	or	to	the	Company	or	its	subsidiaries	or	affiliates	and	involving	a	director,	his	or her	immediate	family	members,	or	a	company	or	charitable	organization	of	which	the	director	or	an	immediate	family	member	is	(or	at	the	time	of	the transaction,	was)	a	partner,	stockholder,	officer,	employee	or	director	so	long	as	the	following	conditions	are	satisfied:	the	products	and	services	are being	provided	in	the	ordinary	course	of	business	and	on	substantially	the	same	terms	and	conditions,	including	price,	as	would	be	available	to	similarly situated	customers;	and	the	payments	to,	or	payments	from,	the	company	for	such	products	or	services	do	not,	in	any	single	fiscal	year,	equal	or	exceed the	greater	of	$1,000,000	or	two	percent	(2%)	of	the	consolidated	gross	revenues	of	such	other	company	or	charitable	organization;	(ii)	if	a	director	is	a former	director,	officer	or	employee	of	another	company	that	is	or	was	a	member	of	Visa	International	Service	Association,	Visa	U.S.A.	Inc.,	Visa	Europe Limited,	Visa	Canada	Association	or	was	otherwise	a	participant	in	the	Visa	payments	system,	and	such	director	has	been	retired	from,	or	otherwise terminated,	such	director,	officer	or	employment	position	for	a	period	of	at	least	two	(2)	years	and	has	no	other	material	relationship	with	such	other company	(other	than	the	receipt	of	pension	or	other	customary	retirement	benefits	or	deferred	compensation	for	prior	service);	(iii)	if	a	director beneficially	owns,	or	is	an	employee	of	another	company	that	beneficially	owns,	less	than	10%	of	the	Company's	common	equity;	(iv)	if	a	director	is	an executive	officer	or	an	employee	of	another	company	to	which	the	Company	is	indebted,	and	the	total	amount	of	interest	and	other	fees	payable	to	such other	company	do	not	equal	or	exceed	the	greater	of	$1,000,000	or	two	percent	(2%)	of	the	consolidated	gross	revenues	of	such	other	company;	and	(v) if	a	director	serves	as	an	officer,	director	or	trustee	of	a	charitable	organization,	and	the	Company's	discretionary	charitable	contributions	to	the organization	are	less	than	the	greater	of	$1,000,000	and	two	percent	(2%)	of	that	organization's	consolidated	gross	revenue.	Our	board	of	directors	will annually	review	all	commercial,	charitable	and	other	relationships	of	the	directors.

A	director	will	not	be	independent	if	the	director	does	not	meet	the	definition	of	"Independent	Director"	as	set	forth	in	Section	11.2	of	our	certificate of	incorporation.

For	the	purpose	of	applying	these	director	independence	standards,	an	"immediate	family	member"	includes	a	person's	spouse,	parents,	children, siblings,	mothers	and	fathers-in-law,	sons	and	daughters-in-law,	brothers	and	sisters-in-law	and	anyone	(other	than	domestic	employees)	who	shares

such	person's	home.	When	applying	the	look-back	provisions	described	above,	the	company	need	not	consider	individuals	who	are	no	longer	immediate family	members	as	a	result	of	legal	separation	or	divorce,	or	those	who	have	died	or	become	incapacitated.

Our	nominating	and	corporate	governance	committee	and	our	board	of	directors	has	determined	that	Thomas	Campbell,	Gary	Coughlan,	Mary	B. Cranston,	Francisco	Javier	Fernandez-Carbajal,	Suzanne	Nora	Johnson,	Robert	W.	Matschullat,	Cathy	Elizabeth	Minehan,	David	J.	Pang,	William Shanahan	and	John	A.	Swainson	qualify	as	independent	directors	within	the	meaning	of	Section	303A.02	of	the	NYSE	Listed	Company	Manual	and under	the	independence	requirements	adopted	by	our	board	of	directors	as	set	forth	above.	In	the	course	of	its	determination	regarding	the independence	of	each	non-management	director,	our	board	of	directors	considered	any	transactions,	relationships	and	arrangements	as	required	by Section	303A.02	of	the	NYSE	Listed	Company	Manual	and	under	the	independence	requirements	adopted	by	our	board	of	directors	as	set	forth	above.

In	connection	with	making	its	director	independence	determinations,	the	nominating	and	corporate	governance	committee	and	our	board	of directors	considered	certain	financial	services,	commercial,	familial	and	other	relationships	between	each	director	and	his	or	her	immediate	family members	or	affiliated	entities,	on	the	one	hand,	and	Visa	and	its	subsidiaries,	on	the	other	hand.	The	nominating	and	corporate	governance	committee and	our	board	of	directors	specifically	considered	the	following	relationships,	each	of	which	satisfied	the	NYSE	"bright	line"	independence	standards	and were	consistent	with	the	independence	requirements	set	forth	in	our	certificate	of	incorporation:

•	 Mr.	Swainson	is	President	and	CEO	of	CA,	Inc.	(CA),	an	information	technology	company	that	provides	certain	software	products	and	related services	to	Visa	in	the	ordinary	course	of	business.	Visa's	relationship	with	CA	predated	Mr.	Swainson's	election	to	the	board,	and	he	has played	no	role	in	the	dealings	of	CA	with	Visa.	The	nominating	and	corporate	governance	committee	and	our	board	of	directors	concluded that	the	services	provided	by	CA	to	Visa	are	on	commercially	reasonable	terms	and	would	not	impede	the	exercise	of	independent	judgment by	Mr.	Swainson.

•	 Ms.	Johnson	is	a	member	of	the	board	of	directors	of	American	International	Group,	Inc.	(AIG),	a	holding	company	which,	through	its subsidiaries,	provides	insurance	products	to	Visa,	issues	Visa	cards	and	uses	the	Visa	network	to	process	Visa	card	payments,	all	in	the ordinary	course	of	business.	In	addition,	prior	to	January	15,	2007,	Ms.	Johnson	served	as	an	executive	officer	of	the	Goldman	Sachs	Group, Inc.,	a	financial	services	company	which,	through	its	affiliate,	provides	investment	banking	and	certain	related	financial	services	to	Visa	in	the ordinary	course	of	business.	Visa's	relationship	with	AIG	and	Goldman	Sachs	predated	Ms.	Johnson's	election	to	the	board,	and	she	has played	no	role	in	the	dealings	of	either	company	with	Visa.	The	nominating	and	corporate	governance	committee	and	our	board	of	directors concluded	that	the	services	to	be	provided	by	AIG	and	Goldman	Sachs	to	Visa	are	on	commercially	reasonable	terms	and	that	neither relationship	would	impede	the	exercise	of	independent	judgment	by	Ms.	Johnson.

•	 Ms.	Minehan's	spouse	holds	a	senior	management	position	as	a	managing	director	of	the	Goldman	Sachs	Group,	Inc.,	a	financial	services company	which,	through	its	affiliate,	provides	investment	banking	and	certain	related	financial	services	to	Visa	in	the	ordinary	course	of business.	Visa's	relationship	with	Goldman	Sachs	predated	Ms.	Minehan's	election	to	the	board,	and	neither	she	nor	her	husband	has	played a	role	in	the	dealings	of	Goldman	Sachs	with	Visa.	The	nominating	and	corporate	governance	committee	and	our	board	of	directors concluded	that	the	services	to	be	provided	by	Goldman	Sachs	to	the	Company	are	on	commercially	reasonable	terms	and	would	not	impede the	exercise	of	independent	judgment	by	Ms.	Minehan.

•	 Ms.	Cranston's	daughter	married	a	Visa	employee,	Russell	Hamilton,	who	is	not	an	executive	officer	of	the	Company.	Both	the	audit	and	risk committee	and	nominating	and	corporate

governance	committee	reviewed	the	circumstances	surrounding	Mr.	Hamilton's	employment	and	his	relationship	to	Ms.	Cranston	and concluded	that	they	are	not	material.	Accordingly,	the	audit	and	risk	committee	approved	Mr.	Hamilton's	continued	employment	and compensation,	and	the	nominating	and	corporate	governance	committee	determined	that	the	relationship	would	not	impede	the	exercise	of independent	judgment	by	Ms.	Cranston.

# ITEM	14. Principal	Accountant	Fees	and	Services

The	following	table	sets	forth	the	aggregate	fees	billed	to	Visa	Inc.	for	fiscal	year	2008	and	to	Visa	U.S.A.,	Visa	International	and	Visa	Canada	for fiscal	2007	by	KPMG	LLP:

|  | Fiscal |  |
| :--- | :--- | :--- |
|  | 2008 | 2007 |
|  | (in\tthousands) |  |
| Audit\tfees(1) | $10,119 | $9,615 |
| Audit-related\tfees(2) | 2,291 | 1,916 |
| Tax\tfees(3) | 358 | 5,890 |
| All\tother\tfees(4) | — | 397 |
| Total | $12,768 | $17,818 |

(1) Represents	aggregate	fees	billed	for	professional	services	rendered	in	connection	with	annual	financial	statement	audits,	audits	of	our	internal control	over	financial	reporting	and	for	services	related	to	local	statutory	audits.	Audit	fees	in	fiscal	2008	include	services	rendered	in	connection with	IPO	related	activities,	and	audit	fees	in	both	fiscal	2008	and	2007	include	services	rendered	in	connection	with	our	October	2007 reorganization	and	SEC	registration	matters.

(2) Represents	aggregate	fees	billed	for	assurance	and	related	audit	services	(but	not	included	in	the	audit	fees	set	forth	above).	The	assurance	and related	audit	services	included	employee	benefit	plan	audits,	review	of	internal	control	for	selected	information	systems	and	business	units	(SAS	70 audits),	and	services	related	to	web	trust	certifications.	A	portion	of	audit-related	fees	in	fiscal	2008	and	2007	relate	to	our	October	2007 reorganization	and	subsequent	true-up,	or	ownership	allocation	activities	per	our	restructuring	agreement.

(3) Represents	aggregate	fees	billed	for	tax	services	in	connection	with	the	preparation	of	tax	returns,	other	tax	compliance	services,	tax	planning	and expatriate	tax	services.	Tax	fees	in	fiscal	2007	also	include	fees	related	to	Visa	U.S.A.'s	and	Visa	International's	California	Mutual	Trading	status.

(4) In	fiscal	2007,	all	other	fees	represent	fees	for	finance	advisory	services	in	connection	with	the	re-organization.

# Prior	to	October	2007	Reorganization

Prior	to	our	October	2007	reorganization	the	provision	of	services	by	KPMG	LLP	was	overseen	by	the	separate	audit	committees	of	Visa	U.S.A., Visa	International	and	Visa	Canada.

The	audit	and	risk	committee	of	the	board	of	directors	of	Visa	U.S.A.	limited	the	services	provided	by	KPMG	LLP	to	the	provision	of	audit	services, SAS	70	services,	tax	compliance	and	accounting	advice	up	to	pre-approved	limits.	Proposed	services	by	KPMG	LLP	exceeding	any	pre-approved	project scope,	terms	or	cost	required	specific	pre-approval	by	the	audit	and	risk	committee.

The	audit,	risk	and	finance	committee	of	the	board	of	directors	of	Visa	International	established	a	policy	requiring	the	pre-approval	of	all	audit,	audit- related	and	permissible	non-audit	services	provided	by	KPMG	LLP.	The	audit,	risk	and	finance	committee	considered	and,	if	appropriate,	pre-approved annually	the	engagement	of	the	independent	auditor	to	perform	audit	and	permissible	non-audit	services	of	a	recurring	nature	and	that	were	allowable based	on	the	policy.	The	audit,	risk	and	finance

committee	also	considered	and,	if	appropriate,	pre-approved	specific	requests	for	services	to	be	provided	by	the	independent	auditor.	The	audit,	risk	and finance	committee	reviewed	summary	reports	detailing	actual	fees	incurred	and	services	provided	by	the	independent	auditor	after	the	services	had	been performed.	When	determining	whether	to	pre-approve	fees	for	services	other	than	audit	and	audit-related	services,	the	audit,	risk	and	finance	Committee considered	whether	the	provision	of	the	service	would	impair	the	independent	auditor's	independence	with	respect	to	Visa	International.

The	audit	and	risk	committee	of	Visa	Canada	limited	the	services	provided	by	KPMG	LLP	to	audit	services	and	tax	compliance.	The	audit	and	risk committee	pre-approved	all	audit	and	tax	services	provided	by	KPMG	LLP.

# Following	October	2007	Reorganization

Following	our	October	2007	reorganization,	our	board	of	directors	established	an	audit	and	risk	committee	of	Visa	Inc.	Consistent	with	SEC	and PCAOB	requirements	regarding	auditor	independence,	the	audit	and	risk	committee	has	responsibility	for	appointing,	setting	compensation	and overseeing	the	work	of	the	independent	auditor.	The	audit	and	risk	committee	is	required	to	pre-approve	all	auditing	services,	internal	control-related services	and	permitted	non-audit	services	(including	the	terms	thereof)	to	be	performed	for	us	by	the	independent	auditor,	subject	to	the	de	minimis exceptions	for	non-audit	services	described	in	Section	10A(i)(1)(B)	of	the	Exchange	Act	that	are	approved	by	the	audit	and	risk	committee	prior	to	the completion	of	the	audit.	The	audit	and	risk	committee	is	required	to	review	and	discuss	with	the	independent	auditor	any	documentation	supplied	by	the independent	auditor	as	to	the	nature	and	scope	of	any	tax	services	to	be	approved,	as	well	as	the	potential	effects	of	the	provision	of	such	services	on	the auditor's	independence.	The	audit	and	risk	committee	may	form	and	delegate	authority	to	subcommittees	consisting	of	one	or	more	members	when appropriate,	including	the	authority	to	grant	pre-approvals	of	audit	and	permitted	non-audit	services,	provided	that	decisions	of	such	subcommittee	to grant	pre-approvals	shall	be	presented	to	the	full	audit	and	risk	committee	at	its	next	scheduled	meeting.	To	help	insure	the	independence	of	our independent	auditor,	we	have	also	adopted	policies	and	procedures	relating	to	the	engagement	of	our	independent	auditor	and	the	hiring	of	employees from	the	independent	auditor's	public	accounting	firm.

# 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.

KNOW	ALL	MEN	BY	THESE	PRESENTS,	that	each	person	whose	signature	appears	below	hereby	constitutes	and	appoints	Joseph	W.	Saunders, Joshua	R.	Floum	and	Thomas	A.	M'Guinness,	each	of	them	acting	individually,	his	or	her	true	and	lawful	attorney-in-fact	and	agent,	with	full	power	of substitution	and	revocation,	in	his	or	her	name	and	on	his	or	her	behalf,	to	sign	any	or	all	amendments	to	this	report,	and	to	file	the	same,	with	all	exhibits thereto,	and	other	documents	in	connection	therewith,	with	the	Securities	and	Exchange	Commission,	granting	unto	said	attorneys-in-fact	and	agents	full power	and	authority	to	do	and	perform	each	and	every	act	and	thing	requisite	and	necessary	to	be	done	in	and	about	the	premises,	as	fully	for	all	intents and	purposes	as	he	or	she	might	or	could	do	in	person,	hereby	ratifying	and	confirming	all	that	said	attorneys-in-fact	and	agents,	or	their	substitutes,	may lawfully	do	or	cause	to	be	done	by	virtue	hereof.

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.

# EXHIBIT	INDEX

(1) 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.



Question: what amount is expected to be paid for support incentives in the next three years?
Calculation:      volume_and_support_incentives = 1088 + 1105
 support_incentives = 945
 total_incentives = volume_and_support_incentives + support_incentives
 answer = total_incentives
Answer: 3138