Visa 2008 Annual Report Download - page 199

Table of Contents
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 Framework Agreement
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
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