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): February 2, 2011

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 2.02 Results of Operations and Financial Condition.

On February 2, 2011, Visa Inc. (the “Company”) issued a press release announcing financial results for its fiscal first quarter ended December 31, 2010.

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

On February 2, 2011 the Company will host a conference call to discuss its fiscal first quarter ended December 31, 2010 financial results.

A copy of the presentation to be used during the conference 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 February 2, 2011.
99.2	Presentation of Visa Inc., dated February 2, 2011.

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: February 2, 2011
	By:	/s/ Byron H. Pollitt
		Byron H. Pollitt Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of Visa Inc., dated February 2, 2011.
99.2	Presentation of Visa Inc., dated February 2, 2011.

EX-99.1

Exhibit 99.1

Visa Inc. Posts Strong Fiscal First Quarter 2011 Earnings Results

• GAAP quarterly net income of $884 million or $1.23 per diluted class A common share

• Company effectively repurchases approximately 15.3 million shares at a total cost of $1.1 billion

SAN FRANCISCO, CA, February 2, 2011 – Visa Inc. (NYSE: V) today announced financial results for the Company’s fiscal first quarter 2011 ended December 31, 2010. GAAP net income for the quarter was $884 million, or $1.23 per diluted class A common share. The weighted average number of diluted class A common shares outstanding was approximately 719 million.

GAAP net operating revenue in the fiscal first quarter of 2011 was $2.2 billion, an increase of 14% over the prior year and driven by strong double-digit growth in service revenues, data processing revenues and international transaction revenues. Currency fluctuations contributed a positive 1% towards quarterly net operating revenues.

“Visa’s first quarter was a great start to our fiscal 2011 as evidenced by strong earnings fueled by continued growth in payments volume, cross border volume and processed transactions globally – our core business,” said Joseph Saunders, Chairman and Chief Executive Officer of Visa Inc.

“Visa is in a strong position to continue to accelerate the migration to electronic payments, particularly in economies where cash and check remain predominant. We are intensely focused on growing Visa’s revenue globally, working alongside our financial institution, merchant, technology and government partners. In parallel, we are aggressively investing to expand Visa payment services through new technology platforms, like mobile, eCommerce and money transfer, to extend the reach and value of our global network.”

Fiscal First Quarter 2011 Financial Highlights:

Payments volume growth, on a constant dollar basis, for the three months ended September 30, 2010, on which fiscal first quarter service revenue is recognized, was a positive 14% over the prior year at $829 billion.

Payments volume growth, on a constant dollar basis, for the three months ended December 31, 2010, was a positive 15% over the prior year at $897 billion.

Cross border volume growth, on a constant dollar basis, was a positive 15% for the three months ended December 31, 2010.

Total processed transactions, which represent transactions processed by VisaNet, for the three months ended December 31, 2010, were 13 billion, a positive 15% increase over the prior year.

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For the fiscal first quarter 2011, service revenues were $1.0 billion, an increase of 22% versus the prior year, and are recognized based on payments volume in the prior quarter. All other revenue categories are recognized based on current quarter activity. Data processing revenues rose 10% over the prior year to $844 million. International transaction revenues, which are principally driven by cross border payments volume, grew 14% over the prior year to $630 million. Other revenues, which include the Visa Europe licensing fee, were $161 million, a 15% decrease over the prior year. Client incentives, which are a contra revenue item, were $405 million and represents 15% of gross revenues.

Total operating expenses on a GAAP basis were $872 million for the quarter, a 17% increase over the prior year.

Cash, cash equivalents, restricted cash, and available-for-sale investment securities were $6.5 billion at December 31, 2010.

Visa’s GAAP effective tax rate was 36% for quarter ended December 31, 2010.

Notable Events:

During the three months ended December 31, 2010, the Company effectively repurchased approximately 15.3 million shares at an average price of $72.08 per share, for a total cost of $1.1 billion. Of the $1.1 billion, $800 million of shares were effectively repurchased through the October funding of the litigation escrow account previously established under the Company’s retrospective responsibility plan. On an as-converted basis, 11 million shares of class A common stock were effectively repurchased at $72.74 per share. The balance of the repurchase, $306 million of class A common stock, was executed in the open market and totaled 4.3 million shares at an average price of $70.40 per share. These purchases were made under the previously announced $1.0 billion share repurchase plan, as authorized by the Company’s board of directors. At December 31, 2010, the share repurchase plan had remaining authorized funds of $694 million.

As previously announced, on January 26, 2011, the Company’s wholly-owned subsidiary, Visa International sold its 10 percent stake in Visa Vale issuer CBSS to Banco do Brasil and Bradesco. CBSS will continue to issue Visa Vale prepaid cards in Brazil and Visa expects no disruption to cardholder service as a result of this transaction. Visa’s proceeds from the sale were $103 million. The sale is subject to regulatory approval by Brazil’s Conselho Administrativo de Defesa Econômica.

2

On January 27, 2011, the Company held its 2011 annual meeting of stockholders. Among other proposals, stockholders approved the immediate declassification of the Board of Directors, approved implementation of a majority vote standard in uncontested elections of directors (effective at the 2012 annual meeting), approved compensation of the Company’s named executive officers as described in the Company’s proxy statement (on an advisory basis) and selected an annual advisory vote on executive compensation (on an advisory basis).

In addition, the Company announced that its Board of Directors had approved a class C share release program, in which all remaining 55 million class C shares will become eligible for sale on February 7, 2011. Class C shares sold in the public market upon release will automatically convert to class A common stock. The release of the class C shares will not increase the number of outstanding shares on an as-converted basis of the Company’s common stock, and there will be no dilutive effect to the outstanding class A common stock share count on an as-converted basis. Also, the Board of Directors declared a quarterly dividend in the aggregate amount of $0.15 per share of class A common stock (determined in the case of class B and class C common stock on an as-converted basis) payable on March 1, 2011, to all holders of record of the Company’s class A, class B and class C common stock as of February 11, 2011.

Financial Outlook:

Visa Inc. affirms its financial outlook for the following metrics through 2011:

• Annual net revenue growth: 11% to 15% range;

• Client incentives as a percent of gross revenues: 16% to 16.5% range;

• Marketing expenses: Less than $900 million;

• Annual operating margin: About 60%;

• GAAP tax rate: 36.5% to 37% range;

• Annual diluted class A common stock earnings per share growth of greater than 20%;

• Capital expenditures: Between $250-$275 million; and

• Annual free cash flow in excess of $3 billion.

Fiscal First Quarter 2011 Earnings Results Conference Call Details:

Visa’s executive management team will host a live audio webcast beginning at 5:00 p.m. Eastern time (2:00 p.m. Pacific time) today to discuss the financial results and business highlights All interested parties are invited to listen to the live webcast at http://investor.visa.com. A replay of the webcast will be available on the Visa Investor Relations website for 30 days. Investor information, including supplemental financial information, is available on Visa Inc.’s Investor Relations website at http://investor.visa.com.

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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 20,000 transaction messages 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 press 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 terms “expect,” “will,” “continue” and similar references to the future. Examples of such forward-looking statements include, but are not limited to, statements we make about the disposition of Visa Vale, gross and net revenue, incentive payments, expenses, operating margin, tax rate, earnings per share, capital expenditures, free cash flow and the growth of those items.

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 because of a variety of factors, including the following:

• the impact of new laws, regulations and marketplace barriers, particularly the Wall Street Reform and Consumer Protection Act, including those affecting:

• issuers’ and retailers’ choice among debit payment networks;

• debit interchange rates;

• the spread of regulation of debit payments to credit and other product categories;

• the spread of U.S. regulations to other countries;

• consumer privacy and data use and security; and

• designation as a systemically important payment system;

• developments in current or future disputes and our ability to absorb their impact, including: interchange; currency conversion; and tax;

• macroeconomic factors such as:

• global economic, political, health environmental and other conditions;

• cross-border activity and currency exchange rates; and

• material changes in our clients’ performance compared to our estimates;

• industry and systemic developments, such as:

• competitive pressure on client pricing and in the payments industry generally;

• bank and merchant consolidation and their increased focus on payment card costs;

• disintermediation from the payments value stream through government actions or bilateral agreements;

• adverse changes in our relationships and reputation;

• our clients’ failure to fund settlement obligations we have guaranteed;

• disruption of our transaction processing systems or the inability to process transactions efficiently;

• rapid technological developments;

• account data breaches and increased fraudulent and other illegal activity involving our cards; and

• issues arising at Visa Europe, including failure to maintain interoperability between our systems;

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• costs arising if Visa Europe were to exercise its right to require us to acquire all of its outstanding stock;

• loss of organizational effectiveness or key employees;

• failure to integrate successfully CyberSourceor other acquisitions;

• changes in accounting principles or treatment; and

the other factors discussed in our most recent Annual Report on Form 10-K and our most recent Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange Commission. You should not 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, because of new information or future developments or otherwise.

Contacts:

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

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

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VISA INC.

SELECTED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended December 31,
	2010			2009
	(in millions, except per share data)
Operating Revenues
Service revenues	$	1,008		$	827
Data processing revenues		844			765
International transaction revenues		630			552
Other revenues		161			190
Client Incentives		(405	)		(374	)
Total operating revenues		2,238			1,960
Operating Expenses
Personnel		357			274
Network and processing		80			105
Marketing		197			216
Professional fees		61			51
Depreciation and amortization		67			62
General and administrative		110			78
Litigation provision		—			(43	)
Total operating expenses		872			743
Operating income		1,366			1,217
Other Income (Expense)
Interest income (expense)		4			(16	)
Investment income, net		10			5
Other		2			2
Total other income (expense)		16			(9	)
Income before income taxes		1,382			1,208
Income tax provision		498			445
Net income attributable to Visa Inc.	$	884		$	763
Basic earnings per share
Class A common stock	$	1.23		$	1.03
Class B common stock	$	0.63		$	0.60
Class C common stock	$	1.23		$	1.03
Basic weighted average shares outstanding
Class A common stock		494			468
Class B common stock		245			245
Class C common stock		94			129
Diluted earnings per share
Class A common stock	$	1.23		$	1.02
Class B common stock	$	0.63		$	0.60
Class C common stock	$	1.23		$	1.02
Diluted weighted average shares outstanding
Class A common stock		719			745
Class B common stock		245			245
Class C common stock		94			129

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VISA INC.

SELECTED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	December 31, 2010			September 30, 2010
	(in millions, except par value data)
Assets
Cash and cash equivalents	$	3,684		$	3,867
Restricted cash - litigation escrow		2,666			1,866
Investment securities
Trading		69			60
Available-for-sale		132			124
Settlement receivable		506			402
Accounts receivable		527			476
Customer collateral		883			899
Current portion of client incentives		164			175
Current portion of deferred tax assets		545			623
Prepaid expenses and other current assets		179			242
Total current assets		9,355			8,734
Restricted cash - litigation escrow		—			70
Investment securities, available-for-sale		13			24
Client incentives		114			101
Property, equipment and technology, net		1,380			1,357
Other assets		217			197
Intangible assets, net		11,463			11,478
Goodwill		11,447			11,447
Total assets	$	33,989		$	33,408
Liabilities
Accounts payable	$	95		$	137
Settlement payable		430			406
Customer collateral		883			899
Accrued compensation and benefits		241			370
Client incentives		468			418
Accrued liabilities		920			625
Current portion of long-term debt		12			12
Current portion of accrued litigation		630			631
Total current liabilities		3,679			3,498
Long-term debt		29			32
Accrued litigation		—			66
Deferred tax liabilities		4,186			4,181
Other liabilities		551			617
Total liabilities		8,445			8,394
Equity
Preferred stock, $0.0001 par value, 25 shares authorized and none issued	$	—		$	—
Class A common stock, $0.0001 par value, 2,001,622 shares authorized, 495 and 493 shares issued and outstanding at December 31, 2010, and September 30, 2010, respectively		—			—
Class B common stock, $0.0001 par value, 622 shares authorized, 245 shares issued and outstanding at December 31, 2010, and September 30, 2010		—			—
Class C common stock, $0.0001 par value, 1,097 shares authorized, 93 and 97 shares issued and outstanding at December 31, 2010, and September 30, 2010, respectively		—			—
Additional paid-in capital		20,668			20,794
Accumulated income		5,023			4,368
Accumulated other comprehensive loss, net
Investment securities, available-for-sale		2			3
Defined benefit pension and other postretirement plans		(114	)		(115	)
Derivative instruments classified as cash flow hedges		(44	)		(40	)
Foreign currency translation gain		6			1
Total accumulated other comprehensive loss, net		(150	)		(151	)
Total Visa Inc. stockholders’ equity		25,541			25,011
Non-controlling interest		3			3
Total equity		25,544			25,014
Total liabilities and equity	$	33,989		$	33,408

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VISA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended December 31,
	2010			2009
	(in millions)
Operating Activities
Net income including non-controlling interest	$	884		$	763
Adjustments to reconcile net income including non-controlling interest to net cash provided by (used in) operating activities:
Amortization of client incentives		405			374
Share-based compensation		48			32
Excess tax benefit for share-based compensation		(7	)		(5	)
Depreciation and amortization of property, equipment and technology and intangible assets		67			62
Litigation provision and accretion		4			(33	)
Net recognized gain on investment securities, including other-than-temporary impairment		—			(1	)
Net recognized (gain) loss on other investments, including other-than-temporary impairment		(1	)		1
Deferred income taxes		82			102
Other		(21	)		(12	)
Change in operating assets and liabilities:
Trading securities		(9	)		(9	)
Settlement receivable		(104	)		(131	)
Accounts receivable		(51	)		(92	)
Client incentives		(357	)		(378	)
Other assets		57			137
Accounts payable		(42	)		(69	)
Settlement payable		24			(5	)
Accrued compensation and benefits		(129	)		(168	)
Accrued and other liabilities		227			158
Accrued litigation		(71	)		(755	)
Net cash provided by (used in) operating activities		1,006			(29	)
Investing Activities
Purchases of property, equipment and technology		(75	)		(37	)
Distributions from money market investment		—			19
Investment securities, available-for-sale:
Proceeds from sales and maturities		—			41
Purchases of / contributions to other investments		—			(1	)
Proceeds / distributions from other investments		2			—
Net cash (used in) provided by investing activities		(73	)		22
Financing Activities
Repurchase of class A common stock		(306	)		(432	)
Dividends paid		(108	)		(93	)
Funding of litigation escrow account - Retrospective Responsibility Plan		(800	)		—
Payment from litigation escrow account - Retrospective Responsibility Plan		70			70
Cash proceeds from exercise of stock options		26			8
Excess tax benefit for share-based compensation		7			5
Principal payments on debt		(3	)		(3	)
Principal payments on capital lease obligations		(7	)		(7	)
Net cash used in financing activities		(1,121	)		(452	)
Effect of exchange rate changes on cash and cash equivalents		5			2
Decrease in cash and cash equivalents		(183	)		(457	)
Cash and cash equivalents at beginning of year		3,867			4,617
Cash and cash equivalents at end of period	$	3,684		$	4,160
Supplemental Disclosure of Cash Flow Information
Income taxes paid, net of refunds	$	29		$	25
Amounts included in accounts payable and accrued and other liabilities related to purchases of property, equipment and technology	$	17		$	6
Interest payments on debt	$	1		$	1

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Fiscal 2010 and 2011 Quarterly Results of Operations

US$ in millions

(unaudited)

	Fiscal 2010 Quarter Ended												Fiscal 2011 Quarter Ended December 31, 2010
	December 31, 2009			March 31, 2010			June 30, 2010			September 30, 2010
Operating Revenues
Service revenues	$	827		$	885		$	873		$	912		$	1,008
Data processing revenues (1)		765			728			792			840			844
International transaction revenues		552			545			574			619			630
Other revenues (2)		190			173			183			167			161
Client incentives		(374	)		(372	)		(393	)		(421	)		(405	)
Total operating revenues		1,960			1,959			2,029			2,117			2,238
Operating Expenses
Personnel		274			310			285			353			357
Network and processing (1)		105			98			103			119			80
Marketing (2)		216			238			277			233			197
Professional fees		51			50			77			108			61
Depreciation and amortization		62			62			63			78			67
General and administrative		78			77			87			117			110
Litigation provision		(43	)		2			—			(4	)		—
Total operating expenses		743			837			892			1,004			872
Operating income (1) (2)		1,217			1,122			1,137			1,113			1,366
Other Income (Expense)
Interest income (expense)		(16	)		(28	)		(13	)		(15	)		4
Investment income, net		5			23			1			20			10
Other		2			(4	)		(3	)		77			2
Total other income (expense)		(9	)		(9	)		(15	)		82			16
Income before income taxes		1,208			1,113			1,122			1,195			1,382
Income tax provision		445			401			406			422			498
Net income including non-controlling interest		763			712			716			773			884
Loss attributable to non-controlling interest		—			1			—			1			—
Net income attributable to Visa Inc. (1) (2)	$	763		$	713		$	716		$	774		$	884

⁽¹⁾ As previously announced, beginning in the first quarter of fiscal 2011, the Company changed its presentation for non-Visa transactions pass-through revenues and expenses from a gross reporting to a net reporting basis. Previously, pass-through revenues were recorded in data processing and related expenses were recorded in network and processing. This change in presentation does not impact operating income or net income attributable to Visa Inc. as revenue and expense amounts completely offset. On a quarterly basis, related fiscal 2010 revenues and expenses were $36 million in Q1, $31 million in Q2, $35 million in Q3 and $38 million in Q4. These amounts will not recur in fiscal 2011 as a result of this change in presentation.

⁽²⁾ As previously announced, as a result of certain contractual changes relating to our Visa Extras rewards platform, certain fiscal 2010 revenues recorded in other revenues, and expenses recorded in marketing, will not recur in fiscal 2011. These changes do not impact operating income or net income attributable to Visa Inc. as revenue and expense amounts completely offset. On a quarterly basis, related fiscal 2010 revenues and expenses were $31 million in Q1, $24 million in Q2, $27 million in Q3 and $7 million in Q4.

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Operational Performance Data

The tables below provide information regarding the available operational results for the 3 months ended December 31, 2010, as well as the prior four quarterly reporting periods and the 12 months ended December 31, 2010 and 2009, for cards carrying the Visa, Visa Electron and Interlink brands. Included is a table with information on the number of billable transactions processed on CyberSource’s network. Visa Inc. completed its acquisition of CyberSource Corporation on July 21, 2010.

1. Branded Volume and Transactions

The tables present total volume, payments volume, and cash volume, and the number of payments transactions, cash transactions, accounts and cards for cards carrying the Visa, Visa Electron and Interlink brands. Card counts include PLUS proprietary cards. Nominal and constant dollar growth rates over prior years are provided for volume-based data.

	For the 3 Months Ended December 31, 2010
	Total Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Payments Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Payments Transactions (millions)		Cash Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Cash Transactions (millions)
All Visa Credit & Debit
Asia Pacific	$	360		13.1	%		7.4	%	$	239		21.6	%		15.0	%		2,766	$	120		-0.8	%		-5.1	%		581
Canada		58		12.3	%		7.8	%		53		11.3	%		6.8	%		470		5		24.4	%		19.4	%		9
CEMEA		184		25.8	%		26.8	%		30		33.7	%		32.3	%		475		154		24.3	%		25.8	%		955
LAC		233		21.7	%		19.3	%		82		26.9	%		26.7	%		1,898		151		19.1	%		15.6	%		920
US		591		11.5	%		11.5	%		493		12.4	%		12.4	%		9,988		98		7.0	%		7.0	%		849
Visa Inc.		1,426		15.2	%		13.2	%		897		16.5	%		14.5	%		15,597		528		13.0	%		11.1	%		3,314
Visa Credit Programs
US	$	226		5.3	%		5.3	%	$	216		7.6	%		7.6	%		2,533	$	10		-26.7	%		-26.7	%		16
Rest of World		381		20.2	%		15.3	%		334		19.8	%		14.7	%		4,089		48		22.9	%		18.9	%		167
Visa Inc.		607		14.2	%		11.4	%		549		14.7	%		11.8	%		6,622		58		9.7	%		7.1	%		183
Visa Debit Programs
US	$	365		15.7	%		15.7	%	$	277		16.5	%		16.5	%		7,454	$	88		13.0	%		13.0	%		833
Rest of World		453		16.2	%		13.8	%		71		33.3	%		30.0	%		1,521		383		13.5	%		11.3	%		2,298
Visa Inc.		818		16.0	%		14.6	%		348		19.6	%		19.0	%		8,975		470		13.4	%		11.6	%		3,131

	For the 3 Months Ended September 30, 2010
	Total Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Payments Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Payments Transactions (millions)		Cash Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Cash Transactions (millions)		Accounts (millions)		Cards (millions)
All Visa Credit & Debit
Asia Pacific	$	326		16.2	%		11.9	%	$	212		16.2	%		12.2	%		2,681	$	114		16.2	%		11.4	%		595		467		556
Canada		53		10.4	%		7.4	%		49		10.2	%		7.2	%		448		5		12.0	%		8.9	%		9		24		32
CEMEA		164		22.1	%		23.3	%		27		26.4	%		27.5	%		418		137		21.3	%		22.4	%		860		208		212
LAC		203		22.4	%		20.2	%		68		24.1	%		23.9	%		1,634		135		21.6	%		18.4	%		873		356		385
US		574		12.4	%		12.4	%		473		13.5	%		13.5	%		9,756		101		7.8	%		7.8	%		875		502		666
Visa Inc.		1,321		15.9	%		14.5	%		829		15.1	%		13.9	%		14,937		491		17.1	%		15.4	%		3,212		1,558		1,850
Visa Credit Programs
US	$	218		3.6	%		3.6	%	$	207		6.4	%		6.4	%		2,431	$	11		-31.7	%		-31.7	%		17		209		269
Rest of World		338		14.6	%		11.6	%		295		14.5	%		11.5	%		3,835		43		15.3	%		12.5	%		157		439		501
Visa Inc.		556		10.0	%		8.3	%		502		11.0	%		9.3	%		6,266		54		1.4	%		-0.4	%		174		648		770
Visa Debit Programs
US	$	356		18.6	%		18.6	%	$	266		19.6	%		19.6	%		7,325	$	90		15.7	%		15.7	%		858		293		397
Rest of World		409		22.2	%		20.1	%		61		34.2	%		32.4	%		1,346		348		20.3	%		18.1	%		2,180		616		683
Visa Inc.		765		20.5	%		19.4	%		327		22.1	%		21.8	%		8,671		438		19.3	%		17.6	%		3,038		910		1,081

10

Operational Performance Data

	For the 3 Months Ended June 30, 2010
	Total Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Payments Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Payments Transactions (millions)		Cash Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Cash Transactions (millions)		Accounts (millions)		Cards (millions)
All Visa Credit & Debit
Asia Pacific	$	309		19.3	%		12.5	%	$	198		19.9	%		12.7	%		2,580	$	111		18.1	%		12.3	%		581		458		545
Canada		53		17.5	%		7.5	%		48		18.1	%		8.1	%		433		5		11.5	%		2.1	%		9		24		31
CEMEA		154		27.0	%		25.6	%		24		30.9	%		28.6	%		394		130		26.3	%		25.1	%		852		203		204
LAC		185		23.1	%		16.3	%		62		25.5	%		20.8	%		1,519		123		21.9	%		14.2	%		849		353		382
US		567		12.1	%		12.1	%		469		13.8	%		13.8	%		9,512		97		4.8	%		4.8	%		855		497		675
Visa Inc.		1,268		17.3	%		14.1	%		802		16.8	%		14.1	%		14,438		466		18.0	%		14.2	%		3,145		1,535		1,837
Visa Credit Programs
US	$	214		2.3	%		2.3	%	$	204		5.9	%		5.9	%		2,347	$	10		-39.4	%		-39.4	%		17		210		274
Rest of World		320		18.7	%		11.7	%		277		18.6	%		11.6	%		3,679		42		19.3	%		12.8	%		155		436		499
Visa Inc.		534		11.5	%		7.7	%		481		12.9	%		9.1	%		6,026		53		0.2	%		-3.6	%		171		646		772
Visa Debit Programs
US	$	352		19.1	%		19.1	%	$	266		20.6	%		20.6	%		7,166	$	87		14.8	%		14.8	%		838		287		402
Rest of World		382		24.5	%		19.4	%		55		38.0	%		31.5	%		1,246		327		22.4	%		17.6	%		2,136		601		664
Visa Inc.		735		21.8	%		19.3	%		321		23.3	%		22.4	%		8,412		414		20.7	%		17.0	%		2,974		889		1,065
	For the 3 Months Ended March 31, 2010
	Total Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Payments Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Payments Transactions (millions)		Cash Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Cash Transactions (millions)		Accounts (millions)		Cards (millions)
All Visa Credit & Debit
Asia Pacific	$	296		29.5	%		12.7	%	$	195		32.3	%		13.8	%		2,459	$	102		24.5	%		10.6	%		553		452		537
Canada		47		30.4	%		5.5	%		43		34.2	%		8.6	%		387		4		-0.1	%		-19.1	%		9		24		31
CEMEA		140		31.0	%		19.3	%		23		36.8	%		22.6	%		357		118		30.0	%		18.7	%		771		196		199
LAC		175		36.1	%		15.8	%		58		38.1	%		20.1	%		1,437		117		35.1	%		13.8	%		819		343		372
US		518		10.7	%		10.7	%		427		12.8	%		12.8	%		8,569		91		2.2	%		2.2	%		755		509		685
Visa Inc.		1,176		21.5	%		12.7	%		745		20.9	%		13.6	%		13,209		431		22.6	%		11.2	%		2,906		1,524		1,824
Visa Credit Programs
US	$	194		-0.8	%		-0.8	%	$	182		3.4	%		3.4	%		2,118	$	12		-39.6	%		-39.6	%		16		217		280
Rest of World		305		29.3	%		10.9	%		266		30.8	%		12.2	%		3,459		39		19.9	%		2.9	%		138		431		493
Visa Inc.		499		15.6	%		6.1	%		449		18.0	%		8.4	%		5,577		50		-2.2	%		-11.4	%		154		648		773
Visa Debit Programs
US	$	324		19.0	%		19.0	%	$	245		20.9	%		20.9	%		6,450	$	79		13.6	%		13.6	%		738		292		405
Rest of World		353		33.7	%		17.3	%		51		53.0	%		29.7	%		1,181		302		30.9	%		15.5	%		2,013		584		646
Visa Inc.		677		26.3	%		18.2	%		296		25.5	%		22.4	%		7,632		381		26.8	%		15.1	%		2,751		876		1,051
	For the 3 Months Ended December 31, 2009
	Total Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Payments Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Payments Transactions (millions)		Cash Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Cash Transactions (millions)		Accounts (millions)		Cards (millions)
All Visa Credit & Debit
Asia Pacific	$	318		30.6	%		18.4	%	$	197		22.1	%		10.0	%		2,541	$	121		47.4	%		35.5	%		570		442		531
Canada		52		20.5	%		2.2	%		48		24.0	%		5.2	%		430		4		-10.1	%		-23.8	%		9		24		31
CEMEA		146		8.4	%		8.8	%		23		20.9	%		14.4	%		353		124		6.4	%		7.8	%		794		192		196
LAC		191		33.0	%		13.1	%		64		37.5	%		16.8	%		1,516		127		30.9	%		11.4	%		873		331		359
US		530		5.0	%		5.0	%		438		7.3	%		7.3	%		8,754		92		-4.7	%		-4.7	%		759		511		691
Visa Inc.		1,238		15.6	%		9.8	%		770		14.2	%		8.8	%		13,595		468		18.0	%		11.7	%		3,004		1,500		1,808
Visa Credit Programs
US	$	215		-6.9	%		-6.9	%	$	201		-1.0	%		-1.0	%		2,373	$	14		-49.7	%		-49.7	%		19		227		297
Rest of World		317		19.5	%		6.6	%		278		22.0	%		8.5	%		3,611		39		3.7	%		-5.3	%		141		425		488
Visa Inc.		532		7.2	%		0.8	%		479		11.2	%		4.4	%		5,983		53		-19.1	%		-22.9	%		160		653		784
Visa Debit Programs
US	$	316		15.0	%		15.0	%	$	238		15.4	%		15.4	%		6,381	$	78		13.5	%		13.5	%		740		283		394
Rest of World		390		30.2	%		20.3	%		53		43.1	%		24.6	%		1,230		337		28.4	%		19.7	%		2,104		564		630
Visa Inc.		706		22.9	%		17.9	%		291		19.7	%		17.0	%		7,611		415		25.3	%		18.5	%		2,845		847		1,024

11

Operational Performance Data

	For the 12 Months Ended December 31, 2010
	Total Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Payments Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Payments Transactions (millions)		Cash Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Cash Transactions (millions)
All Visa Credit & Debit
Asia Pacific	$	1,292		18.8	%		10.9	%	$	844		22.0	%		13.4	%		10,487	$	448		13.2	%		6.5	%		2,309
Canada		211		16.7	%		7.1	%		192		17.1	%		7.6	%		1,739		18		12.0	%		1.9	%		36
CEMEA		643		26.2	%		23.9	%		104		31.7	%		28.0	%		1,644		538		25.2	%		23.1	%		3,438
LAC		796		25.1	%		18.0	%		270		28.0	%		23.2	%		6,487		526		23.7	%		15.6	%		3,460
US		2,250		11.7	%		11.7	%		1,863		13.1	%		13.1	%		37,824		387		5.5	%		5.5	%		3,334
Visa Inc.		5,191		17.3	%		13.6	%		3,273		17.2	%		14.0	%		58,181		1,917		17.3	%		12.9	%		12,577
Visa Credit Programs
US	$	852		2.7	%		2.7	%	$	809		5.9	%		5.9	%		9,429	$	43		-34.9	%		-34.9	%		67
Rest of World		1,344		20.3	%		12.5	%		1,172		20.4	%		12.6	%		15,062		171		19.4	%		11.9	%		617
Visa Inc.		2,196		12.8	%		8.5	%		1,982		14.0	%		9.8	%		24,491		214		2.3	%		-2.2	%		683
Visa Debit Programs
US	$	1,398		18.1	%		18.1	%	$	1,053		19.3	%		19.3	%		28,395	$	344		14.3	%		14.3	%		3,267
Rest of World		1,597		23.3	%		17.5	%		238		38.5	%		30.9	%		5,294		1,359		20.9	%		15.4	%		8,627
Visa Inc.		2,995		20.8	%		17.7	%		1,292		22.5	%		21.3	%		33,690		1,703		19.5	%		15.2	%		11,894

	For the 12 Months Ended December 31, 2009
	Total Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Payments Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Payments Transactions (millions)		Cash Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Cash Transactions (millions)		Accounts (millions)		Cards (millions)
All Visa Credit & Debit
Asia Pacific	$	1,087		10.0	%		12.5	%	$	692		7.1	%		9.0	%		9,508	$	396		15.5	%		19.1	%		2,189		442		531
Canada		181		-5.0	%		-1.4	%		164		-2.8	%		0.8	%		1,585		16		-23.0	%		-18.9	%		35		24		31
CEMEA		509		-2.7	%		9.8	%		79		3.9	%		10.3	%		1,247		430		-3.8	%		9.7	%		2,925		192		196
LAC		636		6.0	%		13.9	%		211		9.1	%		16.0	%		5,468		425		4.5	%		12.9	%		3,261		331		359
US		2,014		-1.5	%		-1.5	%		1,647		0.3	%		0.3	%		32,951		367		-8.9	%		-8.9	%		2,997		511		691
Visa Inc.		4,427		1.9	%		5.2	%		2,793		2.5	%		3.8	%		50,758		1,634		0.8	%		7.5	%		11,407		1,500		1,808
Visa Credit Programs
US	$	830		-12.9	%		-12.9	%	$	764		-7.2	%		-7.2	%		9,040	$	66		-49.3	%		-49.3	%		83		227		297
Rest of World		1,117		2.3	%		5.8	%		974		4.3	%		7.1	%		13,472		144		-9.2	%		-2.4	%		549		425		488
Visa Inc.		1,947		-4.8	%		-2.8	%		1,738		-1.1	%		0.5	%		22,512		209		-27.3	%		-23.6	%		632		653		784
Visa Debit Programs
US	$	1,184		8.5	%		8.5	%	$	883		7.9	%		7.9	%		23,911	$	301		10.2	%		10.2	%		2,914		283		394
Rest of World		1,296		7.1	%		16.3	%		172		14.4	%		21.4	%		4,335		1,124		6.0	%		15.5	%		7,860		564		630
Visa Inc.		2,479		7.7	%		12.5	%		1,055		8.9	%		10.0	%		28,246		1,425		6.9	%		14.4	%		10,774		847		1,024

12

Operational Performance Data

Footnote

The preceding tables present regional total volume, payments volume and cash volume, and the number of payments transactions, cash transactions, accounts and cards for cards carrying the Visa, Visa Electron and Interlink brands. Card counts include PLUS proprietary cards. Nominal and constant dollar growth rates over prior years are provided for volume-based data.

Payments volume represents the aggregate dollar amount of purchases made with cards carrying the Visa, Visa Electron and Interlink brands for the relevant period; and cash volume represents the aggregate dollar amount of cash disbursements obtained with these cards for the relevant period and includes the impact of balance transfers and convenience checks; but excludes proprietary PLUS volume. Total volume represents payments volume plus cash volume.

Visa payment products are comprised of credit and debit programs, and data relating to each program is included in the tables. Debit programs include Visa’s signature based and Interlink (PIN) debit programs.

The data presented is reported quarterly by Visa’s members on their operating certificates and is subject to verification by Visa. On occasion, members may update previously submitted information.

Visa’s CEMEA region is comprised of countries in Central Europe, the Middle East and Africa. Effective with the 3 months ended September, 2009, Pakistan and Afghanistan were moved from the AP to CEMEA region. Several European Union countries in Central Europe, Israel and Turkey are not included in CEMEA. LAC is comprised of countries in Central and South America and the Caribbean. Rest of World includes Asia Pacific, Canada, CEMEA and LAC.

Information denominated in U.S. dollars is calculated by applying an established U.S. dollar/local currency exchange rate for each local currency in which Visa Inc. volumes are reported (“Nominal USD”). These exchange rates are calculated on a quarterly basis using the established exchange rate for each quarter. To eliminate the impact of foreign currency fluctuations against the U.S. dollar in measuring performance, Visa Inc. also reports year-over-year growth in total volume, payments volume and cash volume on the basis of local currency information (“Constant USD”). This presentation represents Visa’s historical methodology which may be subject to review and refinement.

13

Operational Performance Data

2. Cross Border Volume

The table below represents cross border volume growth for cards carrying the Visa, Visa Electron, Interlink and PLUS brands. Cross border volume refers to payments and cash volume where the issuing country is different from the merchant country.

Period	Growth (Nominal USD)			Growth (Constant USD)
3 Months Ended
Dec 31, 2010		16	%		15	%
Sep 30, 2010		16	%		16	%
Jun 30, 2010		20	%		17	%
Mar 31, 2010		19	%		12	%
Dec 31, 2009		8	%		2	%
12 Months Ended
Dec 31, 2010		18	%		15	%
Dec 31, 2009		(8	%)		(4	%)

3. Visa Processed Transactions

The table below represents transactions involving Visa, Visa Electron, Interlink and PLUS cards processed on Visa’s networks. CyberSource transactions are not included in this table. CyberSource transactions are reported in the next section.

Period	Processed Transactions (millions)		Growth
3 Months Ended
Dec 31, 2010		12,580		15	%
Sep 30, 2010		12,119		16	%
Jun 30, 2010		11,721		14	%
Mar 31, 2010		10,648		14	%
Dec 31, 2009		10,924		12	%
12 Months Ended
Dec 31, 2010		47,067		15	%
Dec 31, 2009		41,012		9	%

14

Operational Performance Data

4. CyberSource Transactions

The table below represents billable transactions processed on CyberSource’s network that generate revenue for CyberSource.

Period	Billable Transactions (millions)		Growth
3 Months Ended
Dec 31, 2010		987		40	%
Sep 30, 2010		829		36	%
Jun 30, 2010		759		31	%
Mar 31, 2010		738		34	%
Dec 31, 2009		707		29	%
12 Months Ended
Dec 31, 2010		3,312		35	%
Dec 31, 2009		2,449		28	%

15

EX-99.2

Visa Inc.

Fiscal First Quarter

Financial Results

February 2, 2011

Exhibit 99.2

Fiscal First  Quarter 2011 Financial Results

2

Forward-Looking Information

This presentation 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 terms “expect,” “will,” “continue” and similar references to the future. Examples of such forward-looking statements include, but are not limited

to, statements we make about gross and net revenue, incentive payments, expenses, operating margin, tax rate, earnings per share, capital expenditures, free

cash flow and the growth of those items.

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 because of a variety of factors, including the following: 

•

the impact of new laws, regulations and marketplace barriers, particularly the Wall Street Reform and Consumer Protection Act, including those affecting:

–

issuers’ and retailers’ choice among debit payment networks;

–

debit interchange rates;

–

the spread of regulation of debit payments to credit and other product categories;

–

the spread of U.S. regulations to other countries;

–

consumer privacy and data use and security; and

–

designation as a systemically important payment system;

•

developments in current or future disputes and our ability to absorb their impact, including: interchange; currency conversion; and tax;

•

macroeconomic factors such as:

–

global economic, political, health environmental and other conditions;

–

cross-border activity and currency exchange rates; and

–

material changes in our clients’ performance compared to our estimates;

•

industry and systemic developments, such as:

–

competitive pressure on client pricing and in the payments industry generally;

–

bank and merchant consolidation and their increased focus on payment card costs;

–

disintermediation from the payments value stream through government actions or bilateral agreements;

–

adverse changes in our relationships and reputation;

–

our clients’ failure to fund settlement obligations we have guaranteed;

–

disruption of our transaction processing systems or the inability to process transactions efficiently;

–

rapid technological developments;

–

account data breaches and increased fraudulent and other illegal activity involving our cards; and

–

issues arising at Visa Europe, including failure to maintain interoperability between our systems;

•

costs arising if Visa Europe were to exercise its right to require us to acquire all of its outstanding stock;

•

loss of organizational effectiveness or key employees;

•

failure to integrate successfully CyberSource or other acquisitions;

•

changes in accounting principles or treatment; and

the other factors discussed in our most recent Annual Report on Form 10-K and our most recent Quarterly Reports on Form 10-Q filed with the U.S.

Securities and Exchange Commission. You should not 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, because of new information or future developments or otherwise.

Fiscal First  Quarter 2011 Financial Results

3

Solid Fiscal First Quarter Results

•

Strong operating revenues of $2.2 billion, up 14% over prior year

•

Quarterly net income of $884 million, up 16% and diluted earnings of $1.23

per share, up 20% over prior year

•

Continued positive secular trends and spending momentum contributed to 

double-digit growth in key underlying business drivers

•

Repurchased 15.3 million shares at an average price of $72.08 and total

cost of $1.1 billion –

of which $306 million was from open market purchases

and $800 million was effectively repurchased via funding of the litigation

escrow

Fiscal First  Quarter 2011 Financial Results

4

Quarter ended September

US$ in billions, nominal, except percentages

Payments Volume

Note: Figures may not sum due to rounding. Growth rates calculated based on whole numbers, not rounded numbers. From time to time,

previously

submitted

volume

information

may

be

updated.

Prior

year

volume

information

presented

has

not

been

updated,

as

changes

made

are

not

material.

Constant

dollar

growth

rates

exclude

the

impact

of

foreign

currency

fluctuations

against

the

U.S.

dollar

in

measuring

performance.

ROW

=

Rest

of

World

2009

2010

720

452

268

829

502

327

Total Visa Inc.

Credit

Debit

ROW  45

ROW

303

ROW

295

U.S.

417

U.S.

473

ROW

356

U.S.

195

258

ROW

U.S.

223

U.S.

266

ROW  61

YOY Change

(nominal)

11%

22%

15%

YOY Change

(constant)

14%

9%

22%

U.S.

207

Fiscal First  Quarter 2011 Financial Results

5

769

478

291

897

549

348

Total Visa Inc.

Credit

Debit

ROW  53

Quarter ended December

US$ in billions, nominal, except percentages

Payments Volume

ROW

331

ROW

334

U.S.

438

U.S.

493

ROW

404

U.S.

201

278

ROW

U.S.

216

U.S.

238

U.S.

277

ROW  71

Note: Current quarter payments volume and other select metrics are provided in the operational performance data supplement to provide more

recent operating data.  Service revenues continue to be recognized based on payments volume in the prior quarter. From time to time, reported

payments volume information may be updated to reflect revised client submissions or other adjustments. Prior year volume information presented

has not been updated, as changes made are not material. Figures may not sum due to rounding.

YOY Change

(nominal)

15%

20%

17%

YOY Change

(constant)

15%

12%

19%

ROW

=

Rest

of

World

2009

2010

Fiscal First  Quarter 2011 Financial Results

6

Quarter ended September

US$ in billions, nominal, except percentages

Payments Volume

Note: Growth rates calculated based on whole numbers, not rounded numbers. From time to time, previously submitted volume information may be

updated. Prior year volume information presented has not been updated, as changes made are not material. Constant dollar growth rates exclude

the impact of foreign currency fluctuations against the U.S. dollar in measuring performance.

2009

2010

473

212

68

49

27

21

44

55

183

417

United States

Asia Pacific

Latin America and

Caribbean

Canada

Central and Eastern

Europe, Middle East

and Africa

YOY Change

(nominal)

13%

16%

24%

10%

26%

YOY Change

(constant)

13%

12%

24%

7%

28%

Fiscal First  Quarter 2011 Financial Results

7

Quarter ended December

US$ in billions, nominal, except percentages

Payments Volume

YOY Change

(nominal)

12%

22%

27%

11%

34%

YOY Change

(constant)

12%

15%

27%

7%

32%

2009

2010

Note: Current quarter payments volume and other select metrics are provided in the operational performance data supplement to provide more

recent operating data.  Service revenues continue to be recognized based on payments volume in the prior quarter. From time to time, reported

payments volume information may be updated to reflect revised client submissions or other adjustments. Prior year volume information presented

has not been updated, as changes made are not material. Figures may not sum due to rounding.

493

239

82

53

30

23

47

64

197

438

United States

Asia Pacific

Latin America and

Caribbean

Canada

Central and Eastern

Europe, Middle East

and Africa

Fiscal First  Quarter 2011 Financial Results

8

15,855

10,463

16,619

10,924

18,149

12,119

12,580

Total Transactions

Processed

Transactions

Total Transactions

Processed

Transactions

Quarter ended September

in millions, except percentages

Transactions

Note: Processed transactions represent transactions involving Visa, Visa Electron, Interlink and Plus cards processed on Visa’s networks. Total

transactions represent payments and cash transactions as reported by Visa clients on their operating certificates. From time to time, previously

submitted transaction information may be updated. Prior year transaction information presented has not been updated, as changes made are not

material.

Quarter ended December

Debit

65%

Credit

35%

Credit

37%

Debit

63%

Credit

37%

Debit

63%

Credit

36%

Debit

64%

YOY

Change

14%

16%

14%

15%

2009

2010

18,911

Fiscal First  Quarter 2011 Financial Results

9

787

979

1,766

770

1,081

1,850

Credit

Debit

Visa Inc.

Quarter ended September

in millions, except percentages

Total Cards

YOY

Change

(2%)

10%

5%

Note: From time to time, previously submitted cards information may be updated. Prior year cards information presented has not been updated, as

changes made are not material.

2009

2010

Fiscal First  Quarter 2011 Financial Results

10

2,334

(374)

1,960

2,643

(405)

2,238

Revenue –

Q1 2011

US$ in millions, except percentages

Gross

Revenues

Incentives

Net Operating

Revenues

YOY

Change

13%

8%

14%

Note: Growth rates calculated based on whole numbers, not rounded numbers.

Fiscal 2010

Fiscal 2011

Fiscal First  Quarter 2011 Financial Results

11

Revenue Detail –

Q1 2011

US$ in millions, except percentages

Service

Revenues

Data

Processing

Revenues

International

Transaction

Revenues

Other

Revenues

827

765

552

190

1,008

844

630

161

YOY

Change

22%

10%

14%

(15%)

Note: Growth rates calculated based on whole numbers, not rounded numbers.

Fiscal 2010

Fiscal 2011

Fiscal First  Quarter 2011 Financial Results

12

Operating Margin –

Q1 2011

US$ in millions, except percentages

1,960

743

1,217

2,238

872

1,366

Net Operating

Revenues

Total Operating

Expenses

Operating

Income

62%

61%

Operating Margin

YOY

Change

(1 ppt)

14%

17%

12%

Note: Growth rates calculated based on whole numbers, not rounded numbers.

Fiscal 2010

Fiscal 2011

Fiscal First  Quarter 2011 Financial Results

13

274

105

216

51

62

78

(43)

357

80

197

61

67

110

0

Operating Expenses –

Q1 2011

US$ in millions, except percentages

Personnel

Network

and

Processing

Marketing

Professional

Fees

Depreciation

and

Amortization

General

and

Administrative

Litigation

Provision

YOY

Change

30%

(24%)

(9%)

18%

10%

42%

NM

Note: Growth rates calculated based on whole numbers, not rounded numbers.

Fiscal 2010

Fiscal 2011

Fiscal First  Quarter 2011 Financial Results

14

Other Financial Results

•

Cash, cash equivalents, restricted cash and available-for-sale

investment securities of $6.5 billion at the end of the fiscal first quarter

which includes $2.7 billion of restricted cash for litigation escrow

•

Total free cash flow of $1.2 billion at the end of the fiscal first quarter

•

Capital expenditures of $75 million during the fiscal first quarter

Fiscal First  Quarter 2011 Financial Results

15

Less than

$900 million

Marketing expenses

Financial Metrics for Fiscal Year 2011

Annual operating margin

About 60%

16% to 16.5%

range

Client incentives as % of gross revenues

Annual net revenue growth

11% to 15%

range

Fiscal First  Quarter 2011 Financial Results

16

Financial Metrics for Fiscal Year 2011

Capital expenditures

Between $250-

$275 million

Annual diluted class A common stock earnings

per share growth

20% +

GAAP tax rate

36.5% to 37%

range

Annual free cash flow

$3 billion +

Appendix

Reconciliation of

Non-GAAP Measures

Fiscal First  Quarter 2011 Financial Results

Calculation of Free Cash Flow

US$ in millions

A1

(1) Excludes $334 million of estimated federal and a majority of the estimated state tax payments related to Visa's fiscal Q1, which were not

paid until January when due.  Estimated tax payments for Visa's fiscal Q2 will be paid when due in March.

(2) Includes changes in client incentives, trade receivables, settlement receivable/payable, and personnel incentives.

Additions (+) /

Reductions (-) to Net

income attributable

to Visa Inc.

Net income attributable to Visa Inc. (as reported)

884

Capital Assets

+

Depreciation and amortization

67

-

Capital expenditures

(75)

(8)

Litigation

+

Litigation provision

-

+

Accretion expense

4

-

Settlement payments

(71)

+

Settlement payments funded by litigation escrow

70

3

Share-based Compensation

+

Share-based compensation

48

Pension

+

Pension expense

7

-

Pension contribution

-

7

Taxes

(1)

+

Income tax expense

498

-

Income taxes paid

(29)

469

Changes in Working Capital

(2)

+/-

Changes in other working capital accounts

(251)

Total Free Cash Flow

1,152

Three Months Ended

December 31, 2010