For the fourth quarter ending September 30, 2008, on an adjusted basis (reflective of a normalized tax rate and excluding certain litigation reserves, restructuring charges and purchase amortization), net income for the quarter was $448 million, or $0.58 per diluted Class A common share. Adjusted diluted Class A common shares outstanding were 776 million. The Company's adjusted net income and adjusted diluted net income per Class A common share are non-GAAP financial measures that are reconciled to their most directly comparable GAAP measures in the accompanying financial tables.

On a GAAP basis, the Company reported a net loss of $356 million, or $(0.45) per diluted Class A common share, inclusive of a FAS 5 litigation reserve of approximately $1.1 billion related to the previously announced settlement of the Discover litigation. Since this litigation is covered by the Company's Retrospective Responsibility Plan, responsibility for the settlement is allocated to the Company's U.S. financial institution holders via an escrow account and other mechanisms previously established under the Plan.

Net operating revenue in the fiscal fourth quarter of 2008 was $1.7 billion, driven by strong contributions from service fees, data processing fees, and international transaction fees. Payments volume and processed transactions remained strong across all regions worldwide.

"Visa capped an historic fiscal 2008 with a strong fourth quarter. Despite increasing economic turbulence worldwide, Visa posted strong revenue and earnings gains while diligently taking steps to capitalize on the continuing secular trend toward electronic payments," said Joe Saunders. "Although no company is immune to the challenges of this economic environment, we believe Visa's network business model, the continuing secular shift to electronic payments and diversity across both products and geographies offer a degree of resilience to our organization."

"Visa's evolution from our credit roots into a multi-product payments company continues to benefit our business. Debit - which now represents more than 53% of Visa's payments transactions worldwide - is particularly important to our results in the current environment, as that product is rooted in 'everyday spend' behavior which has proven to be less susceptible to economic fluctuations and continues to grow."

"We remain intensely focused on helping our financial institution and retail clients through this difficult period, providing them with products and services that build deeper cardholder relationships and boost their own bottom line," added Saunders.

Fiscal Fourth Quarter 2008 Financial Highlights:

Visa Inc.'s operational performance highlights for the fiscal fourth quarter, as measured by June 30, 2008 statistical data, include:

• Payments volume grew 15% over the prior year to $699 billion;
• Total volume, inclusive of cash volume was $1.1 trillion, an increase of 19% over the prior year;
• Total cards carrying the Visa brands rose over 12% worldwide over the prior year to 1.6 billion; and
• Total payment transactions increased by 14% over the prior year to 11.5 billion.

Total processed transactions, which represent fiscal fourth quarter transactions processed by VisaNet, were 9.6 billion, an 11% increase over the prior year.

For the fiscal fourth quarter 2008, service fees were $788 million, up 8% over the prior year on a pro forma basis, and are recognized based on payment volume in the prior quarter. All other fee categories are recognized based on current quarter activity and are compared on a pro forma basis. Data processing fees rose 18% over the prior year on a pro forma basis to $548 million. International transaction fees, which are driven by cross-border payments volume, grew 45% over the prior year on a pro forma basis to $512 million, as we continued to benefit from higher multi-currency payments volumes across all regions during the fiscal fourth quarter. Other revenue, which includes the Visa Europe licensing fee, was $160 million, up 20% over the prior year on a pro forma basis. Volume and support incentives, which are a contra revenue item, were $299 million.

Adjusted operating expenses were $943 million for the fiscal fourth quarter, a 20% decrease from the prior year on a pro forma basis. Operating expenses on a GAAP basis were $2.2 billion for the fiscal fourth quarter, a 44% decrease from the prior year on a pro forma basis.

Cash, cash equivalents, restricted cash, and available-for-sale investment securities were $7.5 billion at September 30, 2008. This amount does not include short-term investments of approximately $953 million which are classified as short-term other assets.

Fiscal Year 2008 Results:

On an adjusted basis (reflective of a normalized tax rate and excluding litigation reserves, restructuring charges and purchase amortization), net income for the full-year ended September 30, 2008, was $1.7 billion, or $2.25 per diluted Class A common share. Adjusted diluted Class A common shares outstanding were 776 million.

Reported GAAP net income of $804 million, or $0.96 per diluted Class A common share, inclusive of a FAS 5 litigation reserve of $1.4 billion, which is covered under the Company's Retrospective Responsibility Plan.

Net operating revenue for the full-year was $6.3 billion, an increase of 21% over the prior year on a pro forma basis. Currency fluctuations contributed 2% of the increase in net operating revenues for the full-year.

Adjusted operating expenses were $3.4 billion for the full-year, a 4% decrease from the prior year on a pro forma basis. Operating expenses on a GAAP basis were $5.0 billion for the full-year, a 20% decrease from the prior year on a pro forma basis.

Visa's GAAP effective tax rate was 40% for the twelve months ended September 30, 2008.

Management believes the presentation of adjusted operating income, adjusted operating expenses and adjusted net income provides a clearer understanding of the one-time items related to the Company's reorganization and initial public offering. These measures also adjust for expenses related to covered litigation that will be funded by the litigation escrow account through the Retrospective Responsibility Plan and a $19 million and $51 million after-tax charge taken in the fourth quarter and full-year 2008 related to non-recurring legacy litigation items that were not funded by the litigation escrow account. These items have a significant impact on our financial results but are either non-recurring or have no operating cash impact. Recognizing that we have a very complex equity structure incorporating multiple classes and series of common stock, the Company has also presented adjusted diluted Class A earnings per share calculated based on adjusted net income and the adjusted diluted weighted average number of shares outstanding in the periods presented.

Subsequent Events:

On October 10, 2008, as planned, the Company completed the redemption of 79,748,857 shares of its Class C (Series II) Common Stock and 35,263,585 shares of its Class C (Series III) Common Stock held by Visa Europe Limited. The net cash amount that the Company paid to Visa Europe Limited in connection with the redemption of all its outstanding shares of Class C (Series II) Common Stock and 35,263,585 shares of its Class C (Series III) Common Stock was $2.65 billion. As planned, the Company used a portion of the net proceeds from its March 2008 initial public offering to fund these redemptions. In addition, immediately after the completion of the partial redemption of the Class C (Series III) Common Stock, each outstanding share of Class C (Series III) Common Stock and Class C (Series IV) Common Stock automatically and without further action converted into one share of Class C (Series I) Common Stock.

Financial Outlook:

Visa Inc. clarifies its financial outlook for the following metrics through 2010 with the caveat that revenue growth may be somewhat challenged in 2010 given the current economic environment in the U.S. and around the globe:

• Annual net revenue growth at the lower end of the 11% to 15% range;
• Annual adjusted operating margin in the mid-to-high 40% range;
• Annual adjusted diluted Class A common earnings per share growth of 20% or greater;
• Annual free cash flow in excess of $1 billion; and
• Capital expenditures in the range of $300 to $350 million in 2009 and representing 3 to 4% of gross revenues in 2010.

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

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