Visa 2007 Annual Report Download - page 103

Table of Contents
Visa Inc.
(a wholly owned subsidiary of Visa International Services Association)
Notes to Balance Sheet
1. Formation and Basis of Presentation
Visa Inc. (the "Company") was incorporated in Delaware on May 25, 2007 as a wholly owned subsidiary of Visa International Service Association (the
"Parent" or "Visa International"). The Company was established to facilitate the proposed reorganization of Visa set forth in the Global Restructuring
Agreement dated June 15, 2007, as amended and restated on August 24, 2007 ("GRA"), between Visa U.S.A. Inc. ("Visa U.S.A."), Visa International, Visa
Europe Limited ("Visa Europe"), Visa Canada Inc. ("Visa Canada") and other Visa affiliates. At September 30, 2007, the Company was a shell entity, and as
such, did not have significant operations. Consequently, the Company has omitted the statements of operations, cash flows and stockholders' equity.
2. Summary of Significant Accounting Policies
Subscription receivable – Amounts receivable from Visa International associated with issuance of Visa Inc. stock are accounted for as contra-equity.
These amounts are assessed for collectibility by the Company at each balance sheet date.
Organization costs – Costs of incorporation were paid by the Parent. These costs have been pushed down to Visa Inc. as an expense of the Company
(which is included in Accumulated Deficit in the accompanying balance sheet) with a corresponding credit to contributed (paid-in) capital in accordance with
the U.S. Securities and Exchange Commission Staff Accounting Bulletin Topic 5.T.
3. Stockholder's Equity
At September 30, 2007, there are 100 shares of common stock, par value $0.0001 per share, authorized, issued and outstanding. All shares are held by
the Parent.
At September 30, 2007, the Company has a note receivable from the Parent for $1, which is presented as a reduction of stockholder's equity until it is
paid by the Parent.
4. Global Restructuring Agreement
On June 15, 2007, the boards of directors of Visa U.S.A., Visa International, Visa Canada and Visa Europe approved the GRA, an agreement that
contemplates a series of transactions through which Visa U.S.A., Visa International, Visa Canada and Inovant will become direct or indirect subsidiaries of
the Company. The GRA contemplates that Visa Europe will not become a subsidiary of Visa Inc. Visa Europe will enter into a series of contractual
relationships that will govern its relationship and will become a stockholder of Visa Inc. To effectuate the reorganization discussed above, the Company
anticipates authorizing and issuing several classes of stock to the financial institution members of Visa U.S.A., to eligible financial institution members of
Visa International (affiliated with the Visa Asia Pacific ("Visa AP"), Visa Latin America Caribbean ("Visa LAC") and Visa Central and Eastern Europe,
Middle East and Africa regions ("Visa CEMEA"), to the shareholders of Visa Canada and to financial institution members of Visa Europe, as follows (in
whole numbers):
Class or Series Par Value To Be Authorized
To Be Issued
in the Proposed
Reorganization
Preferred stock $ 0.0001 25,000,000
Common stock
Class A $ 0.0001 2,001,622,245,209
Class B $ 0.0001 622,245,209
Class C (series I) $ 0.0001 813,582,801
Class C (series II) $ 0.0001 38,582,801
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