The Offering ( can be change at last moment, subject to demand )

Visa Inc., or Visa, is offering 406,000,000 shares of class A common stock.

Common shares outstanding after this offering :-

966,669,748 common stock of different class will be outstanding immediately after this offering.

777,070,042 after the intended redemption of some Class C shares as described below.

Company classify its shares under different class due to liability for certain litigation. (for benefit of new share holders) Most probably after October 2008 all classes of shares will be converted into 777,070,042 Class A common stock or equitant. (excluding any shares issued under stock options after this offering).

Class A (406,000,000 shares) :- To be issued to new share holders.

Class B (277,035,213 shares) :- Held by existing share holders and convertible into Class A common share @ 0.72 Class A common stock for every Class B share.

Class C (series I, III and IV) (203,885,689 shares) :- Held by existing share holders and convertible into Class A at one on one basis. (Includes 31,592,881 shares of class C (series III) common stock that will be redeemed in October 2008, for $1.2 billion.)

Class C (series II)  79,748,846 :- Held by Visa Europe (intend to redeem in 2008, for $1.146 billion)

Offer price range :- $37 to $42 per Share

The underwriters have an option to purchase up to an additional 40,600,000 shares from company, to cover over-allotments.

Objects of issue

Company estimate to receive net proceeds from this offering of approximately $15.6 billion, or $17.1 billion if the underwriters exercise their option to purchase additional shares in full, assuming an initial public offering price of $39.50 per share, after deducting the underwriting discounts and commissions and estimated offering expenses.

Use of proceeds

Company anticipate using the net proceeds from this offering as follows:

• Company intend to deposit $3.0 billion into an escrow account from which settlements of, or judgments in, the covered litigation will be payable. 

• Company intend to use $10.2 billion of the net proceeds to redeem 123,216,659 shares of class B common stock and 143,037,934 shares of class C (series I) common stock.

• For general corporate purposes include funding the $1.146 billion aggregate redemption price for all of the class C (series II) common stock, which we intend to redeem in October 2008, and the $1.2 billion redemption price for 31,592,881 shares of class C (series III) common stock, which we will be required to redeem in October 2008.

In the event the underwriters exercise all or a portion of their option to purchase an additional 40,600,000 shares of class A common stock, Company intend to redeem additional shares of class B common stock and class C (series I) common stock.

The class A common stock outstanding after this offering excludes

59,000,000 shares reserved for issuance under 2007 Equity Incentive Plan. 

This amount includes the following securities that company intend to grant to its directors and employees immediately following the pricing of this offering: 

• Options to purchase 10,560,870 shares with an exercise price equal to the initial public offering price, 

• 670,799 restricted stock units, and 

• 1,373,998 shares of restricted stock. 

The shares of restricted stock will be issued and outstanding immediately following the pricing of this offering. Of these grants, directors and officers will receive options to purchase 2,501,890 shares, 24,606 restricted stock units and 100,425 shares of restricted stock.