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): October 26, 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 7.01 Regulation FD Disclosure.

On October 26, 2010, Visa Inc. (the “Company” or “our”) issued a press release announcing today that it will host an informational investor call to communicate the following changes that affect the presentation of Visa’s financial results:

• Incorporating CyberSource results;

• Reporting of Non-Visa transaction pass-through revenue and expense;

• Adjusting for Visa Extras revenue and expense; and

• Revaluing the Visa Europe Put option.

A copy of the press release is attached hereto as Exhibit 99.1. All information in the press release is furnished but not filed.

The call will take place today, October 26, 2010 at 5:00pm Eastern Time, hosted by Byron Pollitt, Chief Financial Officer, with the goal of clarifying these matters before the Company’s fiscal fourth quarter and full-year 2010 financial results are released on Wednesday, October 27, 2010.

A copy of the presentation to be used during the informational investor call is attached hereto as Exhibit 99.2. All information in the presentation is furnished but not filed.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Press release of Visa Inc., dated October 26, 2010.
99.2	Presentation of Visa Inc., dated October 26, 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.

	VISA INC.
Date: October 26, 2010
	By:	/s/ Byron H. Pollitt
		Byron H. Pollitt
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of Visa Inc., dated October 26, 2010.
99.2	Presentation of Visa Inc., dated October 26, 2010.

EX-99.1

Exhibit 99.1

NEWS RELEASE

Visa Inc. to Host Investor Conference Call to Discuss Changes to its Income Statement Presentations and Other Pending Financial Impacts

SAN FRANCISCO, CA, October 26, 2010 – Visa Inc. (NYSE:V) announced today that it will host an informational investor call to communicate the following changes that affect the presentation of Visa’s financial results:

• Incorporating CyberSource results;

• Reporting of Non-Visa transaction pass-through revenue and expense;

• Adjusting for Visa Extras revenue and expense; and

• Revaluing the Visa Europe Put option.

The call will take place today, October 26, 2010 at 5:00pm Eastern Time, hosted by Byron Pollitt, Chief Financial Officer, with the goal of clarifying these matters before the Company’s fiscal fourth quarter and full-year 2010 financial results are released on Wednesday, October 27, 2010.

The revaluation of the Visa Europe Put option will have a positive non-cash impact on our fiscal fourth quarter and full-year earnings and does not reflect any change in Visa Europe’s intent to exercise. The changes in Visa Extras and non-Visa transaction pass-through revenue and expense will have no affect on net income and will be incorporated into fiscal 2011 guidance.

The dial-in information for this call is 888-790-4410 (within the US) or +1-773-756-0127 (outside the US) and the passcode is 9888542. A replay of the call will be available for one week. The replay can be accessed by dialing 800-879-5513 (within the US) and +1-402-220-4734 (outside the US). All interested parties are invited to listen to the live webcast at http://investor.visa.com. A PowerPoint presentation will be available shortly before the call and a replay of the webcast will be available on Visa’s Investor Relations website for 30 days.

The Company’s self imposed “quiet period”, continues to be in effect, during which time company executives will not be interacting with the investment community. This quiet period will extend until our fiscal fourth quarter and full-year 2010 financial results are released on October 27, 2010.

###

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.

Contacts:

Jack Carsky or Victoria Hyde-Dunn, Investor Relations

Visa Inc.

Tel: +1 415 932 2213

E-mail: ir@visa.com

Will Valentine, Media Relations

Visa Inc.

Tel: +1 415 932 2564

E-mail: globalmedia@visa.com

EX-99.2

Visa Inc. Financial

Discussion

Byron Pollitt

Chief Financial Officer

October 26, 2010

Exhibit 99.2

Information Classification as Needed

2

Agenda

Incorporating CyberSource

Results

Reporting of Non-Visa Transaction Pass-Through Revenue and Expense

Adjusting for Visa Extras Revenue and Expense

Revaluing the Visa Europe Put Option

2

Information Classification as Needed

Revenue

–

Pre-acquisition, CyberSource

revenue included interchange passed through to issuers

–

Post-acquisition, will report net of interchange, primarily as data processing revenue

–

Will introduce “billable transactions”

as an operating metric

Intangible and Technology Assets

–

Transaction

created

$727

million

in

amortizable

assets,

of

which

$605

million

were

intangibles

–

For first 5 years, annual amortization rate is $76 million

–

Please note that $68 million of annual amortization related to the 2007 reorganization

fully amortized in Q4 FY 2010

Year-Over-Year Comparables

–

FY

2010

included

2

months

of

results

representing

$41

million

in

net

revenue

–

EPS dilution in FY 2011 expected to be slightly dilutive, about 4¢,

compared to 2¢

in Q4 and 3¢

in total for FY 2010

Incorporating CyberSource

Results

3

Information Classification as Needed

Historically, Visa has processed a modest number of non-Visa transactions whereby fees,

primarily interchange, pass through Visa in the settlement process with minimal margin

applied

–

Revenue booked to Data Processing

–

Expense booked to Network

Given a substantial increase in pass-through volume expected in FY 2011, management

revisited its income statement presentation of these transactions

While the “gross”

accounting treatment applied in FY 2010 is acceptable under GAAP,

management believes a “net”

presentation, which only reports Visa’s earned margin as

revenue, is more conservative and better reflects the underlying

economics

Adopting the “net”

presentation means that $140 million of pass-through revenue and

expense booked in FY 2010 will not repeat in FY 2011

The earnings impact is neutral

Beginning next quarter, we will footnote the corresponding pass-through revenue and

expense for FY 2010

Reporting of Non-Visa Transaction

Pass-Through Revenue and Expense

4

Information Classification as Needed

Visa Extras is a turnkey, full feature cardholder rewards program developed to support our

issuers

When a reward is redeemed, the service provider invoices Visa for the cost, and Visa

passes through the expense to the client, no margin is applied

–

Revenue booked to Other

–

Expense booked to Marketing

Two call outs for FY 2011

–

Visa now moving to direct bill, where service provider bills issuer directly, not through Visa

–

Large issuer converted away from platform in June 2010

This means $89 million in revenue and expense booked in FY 2010 will not repeat in

FY 2011

Since this revenue has no margin, earnings impact is neutral

Beginning next quarter, we will footnote the corresponding Extras revenue and expense for

FY 2010

Adjusting for Visa Extras Revenue and Expense

5

Information Classification as Needed

As part of the 2007 reorganization, Visa Europe received a Put option which gives it the

perpetual right to sell its business to Visa Inc.

Visa Inc. recorded a liability of $346 million related to the Put option to reflect that under

certain circumstances, the Put could require Visa Inc. to purchase Visa Europe for an

amount above fair value

Under GAAP, Visa is required to revalue the Put option each quarter, with changes in value

recorded as a non-operating gain or loss in the income statement.  Through Q3, no such

adjustments in value have been required

In Q4, management’s evaluation indicated that the Put option decreased in value by

$79 million, primarily due to the decline in Visa’s forward PE ratio, which, under the terms of

the option, is applied to Visa Europe’s earnings to calculate the purchase price

This change in the Put option value

–

Is recorded as a non-cash income statement event

–

Is not subject to tax

–

Does not reflect any change in Visa Europe’s intent to exercise

Revaluing the Visa Europe Put Option

6