8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2010

VISA INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-33977	26-0267673
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

P.O. Box 8999 San Francisco, California	94128-8999
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (415) 932-2100

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On July 21, 2010, Visa issued a press release announcing that it had completed its acquisition of CyberSource Corporation, at a price of $26.00 per share of CyberSource common stock, or total consideration of approximately $2.0 billion, to be paid with cash on hand.

A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Press release of Visa Inc., dated July 21, 2010
99.2	Presentation of Visa Inc., dated July 21, 2010
99.3	CyberSource Fact Sheet, dated July 21, 2010
99.4	Some frequently asked questions about the transaction, dated July 21, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 21, 2010	VISA INC.
	By:	/s/ Joseph W. Saunders
		Joseph W. Saunders Chief Executive Officer and Chairman of the Board of Directors

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of Visa Inc., dated July 21, 2010
99.2	Presentation of Visa Inc., dated July 21, 2010
99.3	CyberSource Fact Sheet, dated July 21, 2010
99.4	Some frequently asked questions about the transaction, dated July 21, 2010

EX-99.1

Exhibit 99.1

NEWS RELEASE

Visa Inc. Completes Acquisition of CyberSource

San Francisco, CA – July 21, 2010 – Visa Inc. (NYSE: V) (“Visa”) announced today that it had completed its acquisition of CyberSource Corporation (Nasdaq: CYBS), at a price of $26.00 per share of CyberSource common stock, or total consideration of approximately $2.0 billion, to be paid with cash on hand.

The acquisition of CyberSource expands Visa’s online payment, fraud, and security management capabilities. The combination is expected to accelerate the growth of the eCommerce category and enhance the value of Visa’s network, product and service offerings to financial institutions, merchants, partners and consumers.

###

About Visa

Visa is a global payments technology company that connects consumers, businesses, financial institutions and governments in more than 200 countries and territories to fast, secure and reliable digital currency. Underpinning digital currency is one of the world’s most advanced processing networks—VisaNet—that is capable of handling more than 10,000 transactions a second, with fraud protection for consumers and guaranteed payment for merchants. Visa is not a bank and does not issue cards, extend credit or set rates and fees for consumers. Visa’s innovations, however, enable its financial institution customers to offer consumers more choices: pay now with debit, ahead of time with prepaid or later with credit products. For more information, visit www.corporate.visa.com.

Forward Looking Statements

This news release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified by the term “expected to” and similar references to the future. Examples of such forward-looking statements include, but are not limited to, statements we make about the growth of the eCommerce category and the value of Visa’s network, product and service offerings.

By their nature, forward-looking statements: (i) speak only as of the date they are made, (ii) are neither statements of historical fact nor guarantees of future performance and (iii) are subject to risks, uncertainties, assumptions and changes in circumstances that are difficult to predict or quantify. Therefore, actual results could differ materially and adversely from those forward-looking statements as a result of a variety of factors, including the risk that CyberSource’s business will not be successfully integrated with Visa’s business, costs associated with the merger, and the other factors that are discussed under the heading “Risk Factors” in Visa’s most recent Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q for its most recent fiscal year. You are cautioned not to place undue reliance on such statements. Unless required to do so by law, we do not intend to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Contacts:

Visa Inc.

Investor Relations: Jack Carsky or Victoria Hyde-Dunn, 415-932-2213, ir@visa.com

Media Relations: Will Valentine, 415-932-2564, globalmedia@visa.com

EX-99.2

1

Visa Inc. Completes

Acquisition of CyberSource

July 21, 2010

Exhibit 99.2

2

Forward-Looking Statements

•

Certain

statements

contained

in

this

presentation

are

forward-looking

statements

within

the

meaning

of

Section

27A

of

the

Securities

Act

of

1933,

as

amended,

and

Section

21E

of

the

Securities

Exchange

Act

of

1934,

as

amended,

which

are

subject

to

the

“safe

harbor”

created

by

those

sections.

These

statements

can

be

identified

by

the

terms

“will”

and

similar

expressions

which

are

intended

to

identify

forward-looking

statements.

In

addition,

any

underlying

assumptions

are

forward-looking

statements.

Such

forward-looking

statements

include

but

are

not

limited

to

statements

regarding

certain

of

Visa’s

goals

and

expectations

with

respect

to

payments

volume,

revenue

from

outside

the

United

States,

transactions

processed

on

VisaNet,

revenue

from

new

offerings,

investments

in

key

services,

market

capitalization,

capital

expenditures,

eCommerce

growth,

dilution

of

earnings

per

share,

and

the

changes

in

those

items,

as

well

as

other

measures

of

economic

performance.

•

By

their

nature,

forward-looking

statements:

(i)

speak

only

as

of

the

date

they

are

made,

(ii)

are

not

guarantees

of

future

performance

or

results

and

(iii)

are

subject

to

risks,

uncertainties

and

assumptions

that

are

difficult

to

predict

or

quantify.

Therefore,

actual

results

could

differ

materially

and

adversely

from

those

forward-looking

statements

as

a

result

of

a

variety

of

factors,

including

the

risk

that

CyberSource’s

business

will

not

be

successfully

integrated

with

Visa’s

business;

costs

associated

with

the

merger;

CyberSource’s

continued

focus

on

gateway,

fraud

and

hosting

fees;

evolution

of

its

North

American

acquiring

business

into

a

referral

model;

Visa

Europe’s

use

of

CyberSource

as

a

service

provider

on

a

profit-sharing

basis;

and

the

other

factors

discussed

under

the

heading

“Risk

Factors”

in

our

most

recent

Annual

Report

on

Form

10-K

and

any

subsequent

Quarterly

Reports

on

Form

10-Q

or

Periodic

Reports

on

Form

8-K,

if

any.

You

are

cautioned

not

to

place

undue

reliance

on

such

statements,

which

speak

only

as

of

the

date

of

this

press

release.

Unless

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.

3

Transaction Overview

On

July

21,

2010

Visa

completed

its

acquisition

of

CyberSource

for

$26.00

per

share,

or

a

total

of

approximately

$2.0

billion,

to

be

paid

with

cash

on

hand

Management

•

Michael

Walsh,

CyberSource

President

and

CEO,

will

continue

to

manage

the

business

•

William

McKiernan,

Executive

Chairman

and

Founder

of

CyberSource,

will

join

Visa

as

an

Executive

Advisor

•

CyberSource

management

team

committed

to

continuing

with

Visa

CyberSource

becomes

a

wholly-owned

subsidiary

of

Visa

Inc.

4

CyberSource

at a Glance

A Payment Management Company

•

Global

Processing

–

Multiple

payment

brands

•

Fraud Management

•

Payment Security Management

Global Operations

Blue Chip Customer / Partner Base

•

Approximately 300,000 customers

•

Approximately 4,700 active Channel Partners

Processed $120 B in 2009

•

One of every four dollars spent online in the U.S.

Leveraged Business Model

•

56% non-GAAP gross margin in Q4 2009

•

High recurring revenue

•

More than 90% recurring revenue

Great Reputation

•

High reliability

•

Strong security

•

World-class support

Enterprise

(CyberSource

solution)

•

Direct

•

Tech Partners

•

FI Referrals

Small Business

(Authorize.Net

solution)

•

ISO Channel

•

Developers/Affiliates

•

Direct

Information Classification as Needed

5

Acquirers & Payment Processors                 Fraud Detection Services                Payment Security Services

Merchant

Security

Transaction

Sales

Fraud

Fraud Mgmt

OMS

Fulfillment

CRM

Customer Svc

ERP

Finance

•

Multi-type

•

Multi-channel

•

Multi-geo

•

Systematic Fraud

•

Manual Review

•

Split Shipments

•

Downgrades

•

Payment Failures

•

Reversals/Credits

•

Add-on Sales

•

Account Inquiries

•

Reconciliation

•

Chargeback

Mgmt

•

PCI

Virtual Payment

Data Storage

Payments

–

Fraud

Management

–

Payment

Security

Mobile

Web

Call

Center

Kiosk

POS

Services Connections & Integration

5

Workflow Automation & Intelligence

6

Strategic Aspirations for 2015

Aspiration

By 2015, Visa will…

Accelerate

electronification

Reach X% payments volume share of global PCE

Diversify

geographically

Generate 50% of revenue from outside U.S.

Embed processing

Ensure X% of all our transactions are

processed on VisaNet

Enter new

businesses

Drive X% of revenue from offerings that Visa does

not have commercialized in the market today

Differentiate

value proposition

Prioritize its investments in services that drive

unique value and can be monetized in negotiations

Maximize

shareholder value

Be a global top 75 company by market capitalization

7

Strategic Rationale

Combined assets will support Visa’s long-term

eCommerce

growth by:

•

Accelerating

category growth and driving use

of Visa core payment products online

•

Using

Visa’s infrastructure and client relations to drive

global expansion and global payment reach

•

Building

on CyberSource’s

merchant relationships to

grow Visa

eCommerce

solutions

•

Delivering

best-in-class fraud management and payment

security solutions

•

Enabling

merchants to take advantage of the migration

of eCommerce

to mobile devices

8

Financial Considerations

Financing Approach

•

Financed from available cash supported by strong free cash flow

Premium Paid

•

Consistent with high-growth tech companies

•

Significant goodwill and intangibles

Expected Dilution Impact

•

Approximately 4-5¢

in Q4 fiscal 2010

•

Slightly dilutive in fiscal 2011

Revenue Assumptions

•

Primary focus on gateway, fraud and hosting fees

•

North American acquiring business to evolve to referral model

consistent with Visa’s B-to-B focus

•

Visa Europe will use CyberSource

as a service provider on a

profit sharing basis

EX-99.3

Exhibit 99.3

FACT SHEET

Strategic Rationale	•       CyberSource is a leading provider of electronic payment, risk management and payment security solutions to online merchants •       CyberSource plays a role in processing approximately 25 percent of all eCommerce dollars transacted in the United States and serves more than 300,000 merchants through its CyberSource and Authorize.Net branded solutions •       CyberSource’s clients include British Airways, Gucci Group, Google and hundreds of thousands of small businesses •       The acquisition will accelerate Visa’s growth in eCommerce, thereby also driving the use of Visa debit, prepaid and credit products for online purchases •       This combination broadens Visa’s suite of eCommerce offerings to include a full-service payment management platform for eCommerce merchants, combining global payment connectivity and processing with fraud management and secure payment data hosting •       Merchants will be able to increase revenue through global growth; CyberSource’s features help to minimize monetary loss from fraud, and provide fast and efficient connectivity to payment networks worldwide, including Visa •       By building on CyberSource’s existing relationships with merchants, Visa intends to expand the adoption and enhance the functionality of other Visa eCommerce solutions such as Rightcliq •       CyberSource can draw on Visa’s financial institution relationships and global presence to drive international expansion of CyberSource’s products and services •       As online retail sales increase, eCommerce is poised for growth. Global eCommerce sales should be greater than $850 billion in 2010 with continued double-digit annual growth (Source: J.P. Morgan “Nothing But Net – 2010 Internet Investment Guide” January 2010) •       The combination of Visa and CyberSource’s technology and services presents an opportunity for Visa to lead in mobile eCommerce as eCommerce increasingly migrates to mobile devices
Transaction Summary and Closing Conditions	•       On July 21, 2010, Visa Inc. (NYSE: V) completed the acquisition of CyberSource Corporation for $26.00 per share, or a total of approximately $2.0 billion, to be paid with cash on hand •       Visa expects this transaction to be approximately $0.04 to $0.05 dilutive to its fiscal fourth quarter 2010 earnings per share on a GAAP basis, due to acquisition-related amortization and one-time transaction costs •       Visa expects this transaction to be slightly dilutive to its fiscal full-year 2011 earnings per share on a GAAP basis, primarily related to amortization of intangible assets
Integration	•       This acquisition builds on an existing relationship; the companies have partnered since 1999 and currently collaborate on risk models built into CyberSource’s automated fraud management solutions •       CyberSource President and CEO Michael Walsh will continue to oversee CyberSource’s operations •       CyberSource’s Executive Chairman and Founder, William S. McKiernan, will join Visa as an Executive Advisor to assist in the integration of the two businesses •       Visa has no plans to make any substantive changes to CyberSource’s operations and intends to invest in CyberSource’s business and its employees •       CyberSource will operate as a wholly-owned subsidiary of Visa Inc.
About Visa Inc.	Visa is a global payments technology company that connects consumers, businesses, financial institutions and governments in more than 200 countries and territories to fast, secure and reliable digital currency. Underpinning digital currency is one of the world’s most advanced processing networks—VisaNet—that is capable of handling more than 10,000 transactions a second, with fraud protection for consumers and guaranteed payment for merchants. Visa is not a bank and does not issue cards, extend credit or set rates and fees for consumers. Visa’s innovations, however, enable its financial institution customers to offer consumers more choices: pay now with debit, ahead of time with prepaid or later with credit products. For more information, visit www.corporate.visa.com.

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About CyberSource

CyberSource is a payment management company. Over 300,000 businesses worldwide use CyberSource and Authorize.Net brand solutions to process online payments, streamline fraud management, and simplify payment security. The company is headquartered in Mountain View, California with international offices in Reading, U.K.; Singapore; and Tokyo. For more information, please visit www.cybersource.com or www.authorize.Net.

Contacts

Visa Inc. Investor Relations Jack Carsky or Victoria Hyde-Dunn 415-932-2213 ir@visa.com Media Relations Will Valentine 415-932-2564 globalmedia@visa.com

Forward Looking Statements

This document contains forward-looking statements based on current expectations or beliefs, as well as a number of assumptions about future events, and these statements are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. The reader is cautioned not to place undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to a number of uncertainties, risks, assumptions and other factors, many of which are outside the control of Visa Inc. and CyberSource. The forward-looking statements in this document address a variety of subjects including, for example, the expected date of closing of the acquisition and the potential benefits of the merger. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the risk that CyberSource’s business will not be successfully integrated with Visa’s business; costs associated with the merger; matters arising in connection with the parties’ efforts to comply with and satisfy applicable regulatory approvals and closing conditions relating to the transaction; and other events that could adversely impact the completion of the transaction, including industry or economic conditions outside of our control. In addition, actual results are subject to other risks and uncertainties that relate more broadly to Visa Inc.’s overall business, including those more fully described in Visa Inc.’s filings with the SEC including its annual report on Form 10-K for the fiscal year ended September 30, 2009, and its quarterly report filed on Form 10-Q for the first quarter of 2010, and CyberSource’s overall business and financial condition, including those more fully described in CyberSource’s filings with the SEC including its annual report on Form 10-K for the fiscal year ended December 31, 2009, and its quarterly reports filed on Form 10-Q for the current fiscal year. The forward-looking statements in this document speak only as of this date. We undertake no obligation to revise or update publicly any forward-looking statement, except as required by law.

2

EX-99.4

Exhibit 99.4

Visa Inc. Completes Acquisition of CyberSource Corporation

On July 21, 2010, Visa Inc. (NYSE: V) completed the acquisition of CyberSource Corporation at a price of $26.00 per share, or a total of approximately $2.0 billion, to be paid with cash on hand.

1. Who is CyberSource?

CyberSource is an established industry leader in eCommerce payments and plays a role in processing approximately 25 percent of all eCommerce dollars transacted in the United States. Founded in 1994, CyberSource was one of the world’s first payment gateways, connecting online merchants to payment networks, including Visa. Today, CyberSource offers a full-service payment management platform for eCommerce merchants, combining global payment connectivity and processing with fraud management and secure payment hosting. These capabilities help merchants increase revenue through global growth while minimizing monetary loss through fraud and provide them with fast and efficient connectivity to payment networks, including Visa. Services are provided through two solution brands, CyberSource (large business) and Authorize.Net (small business).

2. Why is Visa acquiring CyberSource?

The acquisition of CyberSource is an important step in Visa’s commitment to deliver an enhanced value proposition to merchants, financial institutions and consumers. The acquisition will result in a compelling combination whose assets and expertise are expected to support long-term growth by:

• Accelerating Visa’s growth in the eCommerce category, driving the usage of Visa debit, prepaid and credit products for online purchases.

• Drawing on Visa’s financial institution relationships and global presence to more rapidly drive international expansion of CyberSource’s products and services. Today, the majority of CyberSource’s revenues are generated in the United States, leaving tremendous opportunity for global growth.

• Building on CyberSource’s relationships with merchants to expand the adoption and enhance the functionality of other Visa eCommerce solutions such as Rightcliq.

• Delivering best-in-class fraud management services to accelerate adoption of CyberSource solutions.

• Increasing adoption of CyberSource’s secure payment data hosting solutions to address a growing merchant need.

3. Can you explain the difference between Visa’s role and CyberSource’s role in the payment processing system?

For online transactions, CyberSource’s technology performs payment routing and is similar to the card swipe machine found in the physical retail world. CyberSource manages the routing of transactions for online merchants, offers automated fraud management solutions, secures payment data storage services and provides a safe and secure connection to a multitude of payment networks, including Visa.

Visa does not issue cards, extend credit or set rates and fees for consumers. It is a global payments technology company that connects consumers, businesses, financial institutions and governments. Visa provides transaction-based services to our financial institution and merchant customers through VisaNet, our secure, centralized and global processing platform.

4. Who are CyberSource’s customers? What businesses are they in?

The company serves more than 300,000 merchants through its CyberSource and Authorize.Net branded solutions. CyberSource clients include medium to large businesses such as British Airways, Gucci Group and Google, while its Authorize.Net solutions serve small businesses with $3 million or less in annual online sales.

5. How will customers using CyberSource and Authorize.Net brand solutions be affected?

There will be no disruption to service. CyberSource will continue to provide its industry-leading electronic payment, risk management, and payment security solutions to online merchants large and small. Services will not be restricted to Visa payment products. CyberSource will be able to utilize Visa’s financial institution relationships and global presence to drive international expansion of CyberSource’s products and services. Customers will ultimately benefit from a broader portfolio of products and services that a combined CyberSource/Visa entity can offer.

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6. How will this proposed acquisition impact CyberSource and Authorize.Net solution resellers and partners?

Visa recognizes that part of CyberSource’s success is driven by its strong sales channel with 4,700 resellers and affiliates, and the company has no plans to make substantive changes to CyberSource’s Authorize.Net solution, partner programs or operations.

7. How will Visa’s clients benefit?

The acquisition will accelerate Visa’s growth in the eCommerce category, thereby increasing the usage of Visa debit, prepaid and credit products for online purchases. CyberSource’s enhanced fraud protection services ensure Visa’s consumers safer, more efficient transactions from online merchants. Given that the majority of CyberSource’s transactions are currently derived from the U.S., there is tremendous opportunity to expand its services globally, providing increased eCommerce revenue for Visa’s clients.

8. How will CyberSource operate as part of Visa?

CyberSource will operate as a wholly-owned subsidiary of Visa Inc. CyberSource President and CEO Michael Walsh will continue to oversee CyberSource’s operations. CyberSource’s Executive Chairman and Founder, William McKiernan, will join Visa as an Executive Advisor to assist in the integration of the two businesses. Visa has no plans to make any substantive changes to CyberSource’s operations and intends to invest in CyberSource’s business and its employees.

9. Whom should we contact with more questions?

Please contact your current account executive with additional questions.

Forward Looking Statements

This document contains forward-looking statements based on current expectations or beliefs, as well as a number of assumptions about future events, and these statements are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and similar expressions. The reader is cautioned not to place undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to a number of uncertainties, risks, assumptions and other factors, many of which are outside the control of Visa Inc. and CyberSource. The forward-looking statements in this document address a variety of subjects including, for example, the potential benefits of the merger and CyberSource’s long-term growth. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the risk that CyberSource’s business will not be successfully integrated with Visa’s business; costs associated with the merger; the rate of Visa’s growth in the eCommerce category; ; the success of CyberSource’s international expansion; Visa’s ability to draw on its financial relationships and global presence in growing CyberSource; increased merchant need for secure payment data hosting solutions; and the other factors more fully described in Visa Inc.’s filings with the SEC, including its annual report on Form 10-K for the fiscal year ended September 30, 2009, and its quarterly report filed on Form 10-Q for the first quarter of 2010. The forward-looking statements in this document speak only as of this date. We undertake no obligation to revise or update publicly any forward-looking statement, except as required by law.

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