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 27, 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 July 27, 2011, Visa Inc. (the “Company”) issued a press release announcing financial results for its fiscal third quarter ended June 30, 2011.

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 July 27, 2011 the Company will host a conference call to discuss its fiscal third quarter ended June 30, 2011 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 July 27, 2011.
99.2	Presentation of Visa Inc., dated July 27, 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: July 27, 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 July 27, 2011.
99.2	Presentation of Visa Inc., dated July 27, 2011.

EX-99.1

Exhibit 99.1

Visa Inc. Posts Strong Fiscal Third Quarter 2011 Earnings Results and Authorizes New $1 Billion Share Repurchase Program

• GAAP quarterly net income of $1.0 billion including a non-operating gain related to the Visa Europe put option revaluation

• Adjusted quarterly net income of $883 million or $1.26 per diluted class A common share excluding the revaluation of the Visa Europe put option

• The Company authorized a new $1 billion share repurchase program

SAN FRANCISCO, CA, July 27, 2011 – Visa Inc. (NYSE: V) today announced financial results for the Company’s fiscal third quarter 2011 ended June 30, 2011. GAAP net income for the quarter, inclusive of a non-cash, non-operating gain related to the Company’s revaluation of its Visa Europe put option, was $1.0 billion.

On an adjusted basis, which excludes the revaluation of the Company’s Visa Europe put option, net income for the quarter was $883 million, an increase of 23% over the prior year, and diluted class A common stock earnings per share were $1.26, an increase of 29% over the prior year. The weighted-average number of diluted class A common shares outstanding was approximately 704 million. The Company’s adjusted quarterly net income per class A common shares outstanding is a non-GAAP financial measure that is reconciled to its most directly comparable GAAP measure in the accompanying financial tables.

GAAP net operating revenue in the fiscal third quarter of 2011 was $2.3 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 two percentage points of growth towards quarterly net operating revenues.

“Visa delivered another quarter of strong financial and operational performance as we benefitted from growth in global payments volume, and solid cross border and processed transaction growth,” said Joseph Saunders, Chairman and Chief Executive Officer of Visa Inc. “As we address the new regulatory landscape, we are prepared to deliver on our financial goals and remain an industry leading growth company in the global transactions space.”

“Visa is a diverse global enterprise, with strong positions in both developed and emerging markets around the world, and we are committed to further diversifying our business and accelerating growth in key

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markets worldwide,” said Saunders. “We are executing on our growth strategy, investing heavily in innovation and taking important steps to bring new products and solutions to our partners and consumers.”

Fiscal Third Quarter 2011 Financial Highlights:

Payments volume growth, on a constant dollar basis, for the three months ended March 31, 2011, on which fiscal third quarter service revenue is recognized, was a positive 13% over the prior year at $862 billion.

Payments volume growth, on a constant dollar basis, for the three months ended June 30, 2011, was a positive 13% over the prior year at $941 billion.

Cross border volume growth, on a constant dollar basis, was a positive 14% for the three months ended June 30, 2011.

Total processed transactions, which represent transactions processed by VisaNet, for the three months ended June 30, 2011, were 13 billion, a positive 11% increase over the prior year.

For the fiscal third quarter 2011, service revenues were $1.1 billion, an increase of 21% 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 12% over the prior year to $886 million. International transaction revenues, which are driven by cross border payments volume, grew 15% over the prior year to $662 million. Other revenues, which include the Visa Europe licensing fee, were $167 million, a 10% decrease over the prior year. Client incentives, which are a contra revenue item, were $448 million and represents 16% of gross revenues.

Total operating expenses on a GAAP basis were $977 million for the quarter, a 10% increase over the prior year.

Cash, cash equivalents, restricted cash, and available-for-sale investment securities were $6.7 billion at June 30, 2011.

Visa’s effective tax rate was 38% for the quarter ended June 30, 2011, excluding the revaluation of the Visa Europe put option.

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Notable Events:

On June 6, 2011, the Company acquired Fundamo, a leading platform provider of mobile financial services for mobile network operators and financial institutions in developing economies, for total consideration of approximately $110 million paid with cash on hand. In addition, the Company announced a new, long-term commercial agreement with Monitise plc, a leading provider of mobile money solutions for financial institutions in more developed geographies. The combination of acquiring Fundamo and expanding the relationship with Monitise will enable Visa to deliver best-in-class mobile financial services and payments capabilities to consumers across the full spectrum of uses, geographies and mobile environments from basic services on simple handsets to more advanced services for smart phone owners.

During the quarter, the Company received regulatory approval for the sale of its 10 percent investment in Visa Vale issuer Companhia Brasileira de Soluções e Serviços, or CBSS, to Banco do Brasil and Bradesco. This resulted in a pre-tax gain, net of transaction costs, of $85 million recognized in the investment income net line on the consolidated statements of operations. The amount of the gain net of tax was $44 million.

During the three months ended June 30, 2011, the Company repurchased approximately 13.7 million class A common shares, at an average price of $77.36 per share, for a total cost of $1.1 billion.

As announced on July 22, 2011, 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 September 7, 2011, to all holders of record of the Company’s class A, class B and class C common stock as of August 19, 2011.

Today, the Company announces that its Board of Directors has authorized a new $1 billion class A share repurchase program. The authorization will be in place through July 20, 2012, and is subject to further change at the discretion of the Board.

Financial Outlook:

Visa Inc. updates its financial outlook for the following metric for 2011:

• Capital expenditures: Moderately above $300 million.

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: top end of the 16% to 16.5% range;

• Marketing expenses: Less than $900 million;

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• Annual operating margin: About 60%;

• GAAP tax rate: 36.5% to 37% range, excluding the revaluation of the Visa Europe put option;

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

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

Visa Inc. affirms its financial outlook for the following metrics through 2012:

• Annual net revenue growth: high single to low double digit range; and

• Annual diluted class A common stock earnings per share growth: mid to high teens range.

Fiscal Third 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.

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 gross and net revenue, client 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 rules recently promulgated under the Wall Street Reform and Consumer Protection Act, including:

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

• rules capping debit interchange rates;

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

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

• rules about 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, PlaySpan, Fundamo or other acquisitions;

• changes in accounting principles or treatment; and

the other factors discussed in our most recent Annual Report on Form 10–K. 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.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended June 30,						Nine Months Ended June 30,
	2011			2010			2011			2010
	(in millions, except per share data)
Operating Revenues
Service revenues	$	1,055		$	873		$	3,156		$	2,585
Data processing revenues		886			792			2,553			2,285
International transaction revenues		662			574			1,916			1,671
Other revenues		167			183			484			546
Client incentives		(448	)		(393	)		(1,304	)		(1,139	)
Total operating revenues		2,322			2,029			6,805			5,948
Operating Expenses
Personnel		363			285			1,071			869
Network and processing		91			103			251			306
Marketing		251			277			631			731
Professional fees		84			77			222			178
Depreciation and amortization		74			63			211			187
General and administrative		114			87			319			242
Litigation provision		—			—			6			(41	)
Total operating expenses		977			892			2,711			2,472
Operating income		1,345			1,137			4,094			3,476
Other Income (Expense)
Interest expense		(11	)		(13	)		(19	)		(57	)
Investment income, net		88			1			107			29
Other		121			(3	)		120			(5	)
Total other income (expense)		198			(15	)		208			(33	)
Income before income taxes		1,543			1,122			4,302			3,443
Income tax provision		539			406			1,534			1,252
Net income including non-controlling interest		1,004			716			2,768			2,191
Loss attributable to non-controlling interest		1			—			2			1
Net income attributable to Visa Inc.	$	1,005		$	716		$	2,770		$	2,192
Basic earnings per share
Class A common stock	$	1.43		$	0.97		$	3.90		$	2.97
Class B common stock	$	0.70		$	0.56		$	1.97		$	1.72
Class C common stock	$	1.43		$	0.97		$	3.90		$	2.97
Basic weighted-average shares outstanding
Class A common stock		521			494			506			478
Class B common stock		245			245			245			245
Class C common stock		59			99			78			117
Diluted earnings per share
Class A common stock	$	1.43		$	0.97		$	3.89		$	2.96
Class B common stock	$	0.70		$	0.55		$	1.96		$	1.71
Class C common stock	$	1.43		$	0.97		$	3.89		$	2.96
Diluted weighted-average shares outstanding
Class A common stock		704			738			712			742
Class B common stock		245			245			245			245
Class C common stock		59			99			78			117

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VISA INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	June 30, 2011			September 30, 2010
	(in millions, except par value data)
Assets
Cash and cash equivalents	$	3,600		$	3,867
Restricted cash - litigation escrow		2,927			1,866
Investment securities
Trading		65			60
Available-for-sale		155			124
Settlement receivable		405			402
Accounts receivable		551			476
Customer collateral		897			899
Current portion of client incentives		195			175
Current portion of deferred tax assets		507			623
Prepaid expenses and other current assets		214			242
Total current assets		9,516			8,734
Restricted cash - litigation escrow		—			70
Investment securities, available-for-sale		7			24
Client incentives		109			101
Property, equipment and technology, net		1,510			1,357
Other assets		184			197
Intangible assets, net		11,453			11,478
Goodwill		11,668			11,447
Total assets	$	34,447		$	33,408
Liabilities
Accounts payable	$	93		$	137
Settlement payable		465			406
Customer collateral		897			899
Accrued compensation and benefits		334			370
Client incentives		606			418
Accrued liabilities		611			625
Current portion of long-term debt		13			12
Current portion of accrued litigation		512			631
Total current liabilities		3,531			3,498
Long-term debt		22			32
Accrued litigation		—			66
Deferred tax liabilities		4,254			4,181
Other liabilities		588			617
Total liabilities		8,395			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, 519 and 493 shares issued and outstanding at June 30, 2011 and September 30, 2010, respectively		—			—
Class B common stock, $0.0001 par value, 622 shares authorized, 245 shares issued and outstanding at June 30, 2011 and September 30, 2010		—			—
Class C common stock, $0.0001 par value, 1,097 shares authorized, 52 and 97 shares issued and outstanding at June 30, 2011 and September 30, 2010, respectively		—			—
Additional paid-in capital		20,056			20,794
Accumulated income		6,130			4,368
Accumulated other comprehensive income (loss), net
Investment securities, available-for-sale		—			3
Defined benefit pension and other postretirement plans		(112	)		(115	)
Derivative instruments classified as cash flow hedges		(33	)		(40	)
Foreign currency translation gain		9			1
Total accumulated other comprehensive loss, net		(136	)		(151	)
Total Visa Inc. stockholders’ equity		26,050			25,011
Non-controlling interest		2			3
Total equity		26,052			25,014
Total liabilities and equity	$	34,447		$	33,408

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VISA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended June 30,
	2011			2010
	(in millions)
Operating Activities
Net income including non-controlling interest	$	2,768		$	2,191
Adjustments to reconcile net income including non-controlling interest to net cash provided by (used in) operating activities:
Amortization of client incentives		1,304			1,139
Fair value adjustment for the Visa Europe put option		(122	)		—
Share-based compensation		122			95
Excess tax benefit for share-based compensation		(12	)		(13	)
Depreciation and amortization of property, equipment and technology and intangible assets		211			187
Litigation provision and accretion		15			(18	)
Net recognized gain on investment securities, including other-than-temporary impairment		(3	)		(17	)
Net recognized (gain) loss on other investments, including other-than-temporary impairment		(86	)		3
Deferred income taxes		169			190
Other		(18	)		(9	)
Change in operating assets and liabilities:
Trading securities		(5	)		3
Settlement receivable		3			189
Accounts receivable		(70	)		(57	)
Client incentives		(1,144	)		(999	)
Other assets		30			(27	)
Accounts payable		(47	)		(62	)
Settlement payable		52			(188	)
Accrued compensation and benefits		(37	)		(107	)
Accrued and other liabilities		74			195
Accrued litigation		(200	)		(897	)
Net cash provided by operating activities		3,004			1,798
Investing Activities
Acquisitions, net of cash received of $22		(268	)		—
Purchases of property, equipment and technology		(236	)		(144	)
Proceeds from disposal of property, equipment and technology		—			1
Distributions from money market investment		—			85
Investment securities, available-for-sale:
Purchases		(50	)		(1	)
Proceeds from sales and maturities		35			50
Purchases of / contributions to other investments		(10	)		(3	)
Proceeds / distributions from other investments		104			2
Net cash used in investing activities		(425	)		(10	)
Financing Activities
Repurchase of class A common stock		(1,600	)		(664	)
Dividends paid		(320	)		(278	)
Deposits into litigation escrow account - retrospective responsibility plan		(1,200	)		(500	)
Payment from litigation escrow account - retrospective responsibility plan		210			210
Cash proceeds from exercise of stock options		63			36
Excess tax benefit for share-based compensation		12			13
Principal payments on debt		(9	)		(9	)
Principal payments on capital lease obligations		(10	)		(10	)
Net cash used in financing activities		(2,854	)		(1,202	)
Effect of exchange rate changes on cash and cash equivalents		8			2
(Decrease) increase in cash and cash equivalents		(267	)		588
Cash and cash equivalents at beginning of year		3,867			4,617
Cash and cash equivalents at end of period	$	3,600		$	5,205
Supplemental Disclosure of Cash Flow Information
Income taxes paid, net of refunds	$	1,251		$	977
Amounts included in accounts payable and accrued and other liabilities related to purchases of property, equipment and technology	$	17		$	15
Interest payments on debt	$	2		$	3

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VISA INC.

FISCAL 2010 AND 2011 QUARTERLY RESULTS OF OPERATIONS

(UNAUDITED)

	Fiscal 2010 Quarter Ended						Fiscal 2011 Quarter Ended
	June 30, 2010			September 30, 2010			December 31, 2010			March 31, 2011			June 30, 2011
	(in millions)
Operating Revenues
Service revenues	$	873		$	912		$	1,008		$	1,093		$	1,055
Data processing revenues (1)		792			840			844			823			886
International transaction revenues		574			619			630			624			662
Other revenues (2)		183			167			161			156			167
Client incentives		(393	)		(421	)		(405	)		(451	)		(448	)
Total operating revenues		2,029			2,117			2,238			2,245			2,322
Operating Expenses
Personnel		285			353			357			351			363
Network and processing (1)		103			119			80			80			91
Marketing (2)		277			233			197			183			251
Professional fees		77			108			61			77			84
Depreciation and amortization		63			78			67			70			74
General and administrative		87			117			110			95			114
Litigation provision		—			(4	)		—			6			—
Total operating expenses		892			1,004			872			862			977
Operating income (1) (2)		1,137			1,113			1,366			1,383			1,345
Other Income (Expense)
Interest (expense) income		(13	)		(15	)		4			(12	)		(11	)
Investment income, net		1			20			10			9			88
Other		(3	)		77			2			(3	)		121
Total other (expense) income		(15	)		82			16			(6	)		198
Income before income taxes		1,122			1,195			1,382			1,377			1,543
Income tax provision		406			422			498			497			539
Net income including non-controlling interest		716			773			884			880			1004
Loss attributable to non-controlling interest		—			1			—			1			1
Net income attributable to Visa Inc. (1) (2)	$	716		$	774		$	884		$	881		$	1,005

⁽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 $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 $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 June 30, 2011, as well as the prior four quarterly reporting periods and the 12 months ended June 30, 2011 and 2010, for cards carrying the Visa, Visa Electron and Interlink brands. Also included is a table with information on the number of billable transactions processed on Visa Inc.’s CyberSource network.

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 June 30, 2011
	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	$	377		21.8	%		12.4	%	$	246		24.4	%		13.7	%		2,744	$	130		17.2	%		10.1	%		593
Canada		60		13.7	%		7.7	%		55		14.3	%		8.4	%		474		5		6.9	%		1.3	%		10
CEMEA		204		32.1	%		26.8	%		35		42.9	%		36.7	%		530		169		30.1	%		24.9	%		991
LAC		245		32.2	%		23.3	%		86		38.3	%		28.7	%		1,830		159		29.1	%		20.5	%		911
US		624		10.2	%		10.2	%		518		10.5	%		10.5	%		10,415		106		8.8	%		8.8	%		901
Visa Inc.		1,510		19.0	%		14.7	%		941		17.3	%		13.5	%		15,993		569		22.1	%		16.7	%		3,407
Visa Credit Programs
US	$	235		9.7	%		9.7	%	$	224		9.8	%		9.8	%		2,569	$	11		6.1	%		6.1	%		17
Rest of World		399		24.8	%		15.5	%		348		25.2	%		15.7	%		4,056		52		22.1	%		14.8	%		180
Visa Inc.		634		18.7	%		13.3	%		571		18.7	%		13.3	%		6,625		62		18.9	%		13.1	%		197
Visa Debit Programs
US	$	390		10.5	%		10.5	%	$	295		10.9	%		10.9	%		7,846	$	95		9.1	%		9.1	%		885
Rest of World		487		27.4	%		20.2	%		75		35.5	%		26.3	%		1,522		412		26.0	%		19.1	%		2,326
Visa Inc.		876		19.3	%		15.7	%		369		15.2	%		13.7	%		9,368		507		22.5	%		17.1	%		3,211

	For the 3 Months Ended March 31, 2011
	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	$	352		18.7	%		12.4	%	$	230		18.5	%		11.8	%		2,629	$	121		19.0	%		13.5	%		578		476		573
Canada		52		12.3	%		7.3	%		48		11.4	%		6.5	%		420		5		21.2	%		15.8	%		9		25		33
CEMEA		177		26.5	%		24.9	%		30		33.8	%		31.2	%		483		147		25.1	%		23.7	%		906		226		225
LAC		222		26.8	%		20.5	%		77		32.5	%		25.9	%		1,740		145		23.9	%		17.8	%		860		360		389
US		576		11.2	%		11.2	%		477		11.6	%		11.6	%		9,580		99		9.2	%		9.2	%		839		510		650
Visa Inc.		1,379		17.2	%		14.4	%		862		15.7	%		13.1	%		14,853		517		19.9	%		16.6	%		3,193		1,598		1,870
Visa Credit Programs
US	$	209		7.6	%		7.6	%	$	199		9.1	%		9.1	%		2,283	$	10		-15.7	%		-15.7	%		15		197		256
Rest of World		364		19.2	%		13.2	%		318		19.1	%		12.9	%		3,825		46		19.9	%		15.5	%		163		444		504
Visa Inc.		573		14.7	%		11.1	%		517		15.1	%		11.4	%		6,108		56		11.7	%		8.5	%		177		641		760
Visa Debit Programs
US	$	367		13.3	%		13.3	%	$	278		13.4	%		13.4	%		7,297	$	89		12.8	%		12.8	%		824		312		395
Rest of World		439		24.4	%		19.9	%		68		31.8	%		26.1	%		1,448		372		23.2	%		18.9	%		2,192		644		715
Visa Inc.		806		19.1	%		16.8	%		345		16.6	%		15.7	%		8,745		461		21.0	%		17.6	%		3,016		956		1,110

10

Operational Performance 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)		Accounts (millions)		Cards (millions)
All Visa Credit & Debit
Asia Pacific	$	361		13.6	%		7.9	%	$	240		21.9	%		15.3	%		2,767	$	121		0.2	%		-4.1	%		591		473		571
Canada		58		12.1	%		7.6	%		53		11.3	%		6.8	%		467		5		22.8	%		17.9	%		9		25		33
CEMEA		184		25.6	%		26.6	%		30		32.8	%		31.5	%		478		154		24.3	%		25.7	%		955		219		222
LAC		233		21.4	%		19.0	%		81		26.0	%		25.8	%		1,822		151		19.1	%		15.6	%		914		358		387
US		591		11.5	%		11.5	%		493		12.5	%		12.5	%		9,999		98		7.0	%		7.0	%		850		530		685
Visa Inc.		1,427		15.3	%		13.3	%		898		16.6	%		14.5	%		15,533		530		13.2	%		11.3	%		3,319		1,605		1,898
Visa Credit Programs
US	$	226		5.4	%		5.4	%	$	216		7.6	%		7.6	%		2,534	$	10		-27.0	%		-27.0	%		16		205		267
Rest of World		381		20.1	%		15.2	%		334		19.8	%		14.7	%		4,008		48		22.6	%		18.7	%		167		442		503
Visa Inc.		608		14.2	%		11.3	%		550		14.7	%		11.8	%		6,542		58		9.5	%		6.9	%		183		647		770
Visa Debit Programs
US	$	365		15.8	%		15.8	%	$	277		16.6	%		16.6	%		7,465	$	88		13.1	%		13.1	%		834		324		419
Rest of World		454		16.5	%		14.1	%		71		33.3	%		30.0	%		1,526		384		13.8	%		11.6	%		2,302		633		709
Visa Inc.		820		16.1	%		14.8	%		348		19.7	%		19.1	%		8,991		472		13.7	%		11.9	%		3,136		957		1,127

	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	%		450		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		204		22.4	%		20.2	%		69		24.0	%		23.8	%		1,634		135		21.6	%		18.4	%		873		356		385
US		574		12.3	%		12.3	%		474		13.5	%		13.5	%		9,758		100		7.1	%		7.1	%		870		502		668
Visa Inc.		1,320		15.8	%		14.4	%		830		15.1	%		13.9	%		14,941		491		16.9	%		15.2	%		3,207		1,557		1,852
Visa Credit Programs
US	$	217		3.3	%		3.3	%	$	207		6.4	%		6.4	%		2,431	$	10		-35.9	%		-35.9	%		17		208		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.		555		9.9	%		8.2	%		503		11.0	%		9.3	%		6,266		53		0.2	%		-1.6	%		174		647		770
Visa Debit Programs
US	$	356		18.6	%		18.6	%	$	266		19.7	%		19.7	%		7,327	$	90		15.7	%		15.7	%		853		294		399
Rest of World		409		22.2	%		20.1	%		61		34.2	%		32.4	%		1,347		348		20.3	%		18.1	%		2,180		616		683
Visa Inc.		765		20.5	%		19.4	%		327		22.1	%		21.8	%		8,675		438		19.3	%		17.6	%		3,033		910		1,082

	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	%		12.4	%	$	198		19.9	%		12.5	%		2,580	$	111		18.1	%		12.3	%		581		458		545
Canada		53		17.5	%		7.5	%		48		18.1	%		8.1	%		434		5		11.5	%		2.1	%		9		24		31
CEMEA		154		27.0	%		25.7	%		24		30.9	%		28.5	%		394		130		26.3	%		25.2	%		852		203		204
LAC		185		23.2	%		16.3	%		62		25.8	%		21.1	%		1,519		123		21.9	%		14.0	%		849		353		382
US		567		12.1	%		12.1	%		469		13.8	%		13.8	%		9,515		97		4.9	%		4.9	%		855		492		675
Visa Inc.		1,269		17.3	%		14.1	%		802		16.8	%		14.0	%		14,441		467		18.0	%		14.3	%		3,145		1,530		1,837
Visa Credit Programs
US	$	214		2.3	%		2.3	%	$	204		5.9	%		5.9	%		2,347	$	10		-39.3	%		-39.3	%		17		210		274
Rest of World		320		18.7	%		11.7	%		278		18.6	%		11.6	%		3,679		42		19.3	%		12.4	%		155		436		499
Visa Inc.		534		11.5	%		7.9	%		481		12.9	%		9.2	%		6,026		53		0.2	%		-3.1	%		171		646		772
Visa Debit Programs
US	$	353		19.1	%		19.1	%	$	266		20.6	%		20.6	%		7,168	$	87		14.8	%		14.8	%		838		282		401
Rest of World		382		24.5	%		19.3	%		55		38.0	%		31.0	%		1,248		327		22.4	%		17.5	%		2,136		601		664
Visa Inc.		735		21.8	%		19.2	%		321		23.3	%		22.4	%		8,415		414		20.7	%		17.0	%		2,974		884		1,065

11

Operational Performance Data

	For the 12 Months Ended June 30, 2011
	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	$	1,416		17.6	%		11.1	%	$	929		20.3	%		13.3	%		10,821	$	487		12.6	%		7.2	%		2,357
Canada		224		12.2	%		7.5	%		204		11.9	%		7.2	%		1,811		19		15.3	%		10.5	%		38
CEMEA		729		26.7	%		25.5	%		122		34.3	%		32.0	%		1,909		607		25.3	%		24.2	%		3,713
LAC		903		25.7	%		20.8	%		313		30.3	%		26.2	%		7,025		590		23.4	%		18.1	%		3,558
US		2,365		11.3	%		11.3	%		1,962		12.0	%		12.0	%		39,753		403		8.0	%		8.0	%		3,460
Visa Inc.		5,637		16.9	%		14.2	%		3,530		16.2	%		13.8	%		61,320		2,106		18.0	%		14.9	%		13,126
Visa Credit Programs
US	$	887		6.5	%		6.5	%	$	846		8.2	%		8.2	%		9,817	$	41		-20.5	%		-20.5	%		65
Rest of World		1,482		19.8	%		14.0	%		1,294		19.7	%		13.8	%		15,724		188		20.1	%		15.4	%		666
Visa Inc.		2,369		14.4	%		11.0	%		2,140		14.9	%		11.5	%		25,541		229		10.0	%		6.8	%		731
Visa Debit Programs
US	$	1,478		14.4	%		14.4	%	$	1,116		15.0	%		15.0	%		29,935	$	362		12.6	%		12.6	%		3,395
Rest of World		1,789		22.6	%		18.5	%		274		33.7	%		28.5	%		5,843		1,515		20.7	%		16.8	%		9,000
Visa Inc.		3,267		18.7	%		16.6	%		1,390		18.2	%		17.4	%		35,778		1,877		19.1	%		16.0	%		12,395

	For the 12 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	$	1,205		22.8	%		13.6	%	$	772		21.3	%		11.3	%		10,056	$	433		25.5	%		18.0	%		2,237		458		545
Canada		199		14.9	%		3.0	%		182		17.4	%		5.2	%		1,663		17		-6.5	%		-16.3	%		35		24		31
CEMEA		575		13.4	%		14.6	%		91		21.3	%		17.6	%		1,425		484		12.1	%		14.0	%		3,155		203		204
LAC		718		23.5	%		14.3	%		240		27.3	%		18.6	%		5,837		478		21.7	%		12.3	%		3,355		353		382
US		2,126		6.1	%		6.1	%		1,752		8.1	%		8.1	%		35,241		373		-2.2	%		-2.2	%		3,142		492		675
Visa Inc.		4,823		13.6	%		10.0	%		3,038		13.5	%		9.8	%		54,222		1,785		13.7	%		10.4	%		11,926		1,530		1,837
Visa Credit Programs
US	$	833		-5.4	%		-5.4	%	$	782		-0.4	%		-0.4	%		9,139	$	51		-46.5	%		-46.5	%		73		210		274
Rest of World		1,238		17.7	%		8.6	%		1,081		19.4	%		9.8	%		14,222		157		7.1	%		1.1	%		573		436		499
Visa Inc.		2,071		7.2	%		2.7	%		1,862		10.2	%		5.4	%		23,361		208		-14.1	%		-16.7	%		646		646		772
Visa Debit Programs
US	$	1,292		15.2	%		15.2	%	$	971		16.0	%		16.0	%		26,101	$	322		12.7	%		12.7	%		3,069		282		401
Rest of World		1,460		22.5	%		17.3	%		205		36.1	%		26.0	%		4,759		1,255		20.5	%		16.0	%		8,210		601		664
Visa Inc.		2,752		18.9	%		16.3	%		1,175		19.0	%		17.7	%		30,860		1,577		18.8	%		15.3	%		11,280		884		1,065

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
Jun 30, 2011		20	%		14	%
Mar 31, 2011		16	%		13	%
Dec 31, 2010		16	%		15	%
Sep 30, 2010		16	%		16	%
Jun 30, 2010		20	%		17	%
12 Months Ended
Jun 30, 2011		17	%		14	%
Jun 30, 2010		8	%		6	%

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 and are reported in the next section.

Period	Processed Transactions (millions)		Growth
3 Months Ended
Jun 30, 2011		13,038		11	%
Mar 31, 2011		12,040		13	%
Dec 31, 2010		12,580		15	%
Sep 30, 2010		12,119		16	%
Jun 30, 2010		11,721		14	%
12 Months Ended
Jun 30, 2011		49,778		14	%
Jun 30, 2010		43,755		12	%

14

Operational Performance Data

4. CyberSource Transactions

The table below represents billable transactions processed on Visa Inc.’s CyberSource network.

Period	Billable Transactions (millions)		Growth
3 Months Ended
Jun 30, 2011		1,045		38	%
Mar 31, 2011		1,018		38	%
Dec 31, 2010		987		40	%
Sep 30, 2010		829		36	%
Jun 30, 2010		758		31	%
12 Months Ended
Jun 30, 2011		3,879		38	%
Jun 30, 2010		2,814		31	%

15

EX-99.2

Visa Inc.

Fiscal Third Quarter

Financial Results

July 27, 2011

Exhibit 99.2

Fiscal Third 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 timing and new laws, regulations and marketplace barriers, particularly the rules promulgated under the Wall Street Reform and

Consumer Protection Act, including those affecting:

–

rules expanding issuers’ and retailers’ choice among debit payment networks;

–

rules capping 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;

–

rules about 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, PlaySpan, Fundamo  or other acquisitions;

•

changes in accounting principles or treatment; and

the other factors discussed in our most recent Annual Report on Form 10-K on file 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.

Solid Fiscal Third Quarter Results

•

Strong operating revenues of $2.3 billion, up 14% over prior year

•

Adjusted quarterly net income of $883 million, up 23%, and adjusted diluted

earnings per share of $1.26, up 29% over prior year

•

Continued positive secular trends and spending momentum contributed to 

double-digit growth year over year in key underlying business drivers for the

sixth consecutive quarter

•

Repurchased 13.7 million shares at an average price of $77.36 for a total

cost of $1.1 billion.

Fiscal Third Quarter 2011 Financial Results

3

Fiscal Third Quarter 2011 Financial Results

4

Quarter ended March

US$ in billions, nominal, except percentages

Payments Volume

ROW =

2010

2011

YOY Change

(nominal)

15%

17%

16%

YOY Change

(constant)

13%

11%

16%

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  51

ROW

318

ROW

318

U.S.

427

U.S.

477

ROW

385

U.S.

182

266

ROW

U.S.

245

U.S.

278

ROW  68

U.S.

199

745

862

449

517

296

345

Total Visa Inc.

Credit

Debit

Rest of World

Fiscal Third Quarter 2011 Financial Results

5

ROW  55

Quarter ended June

US$ in billions, nominal, except percentages

Payments Volume

ROW

333

ROW

348

U.S.

469

U.S.

518

ROW

422

U.S.

204

277

ROW

U.S.

224

U.S.

266

U.S.

295

ROW 75

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)

19%

15%

17%

YOY Change

(constant)

13%

13%

14%

ROW

=

Rest

of

World

2010

2011

Total Visa Inc.

Credit

Debit

802

941

481

571

321

369

Fiscal Third Quarter 2011 Financial Results

6

Quarter ended March

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.

2010

2011

YOY Change

(nominal)

12%

18%

32%

11%

34%

YOY Change

(constant)

12%

12%

26%

7%

31%

427

477

195

230

58

77

43

48

23

30

United States

Asia Pacific

Latin America and

Caribbean

Canada

Central and Eastern

Europe, Middle East

and Africa

Fiscal Third Quarter 2011 Financial Results

7

Quarter ended June

US$ in billions, nominal, except percentages

Payments Volume

YOY Change

(nominal)

10%

24%

38%

14%

43%

YOY Change

(constant)

10%

14%

29%

8%

37%

2010

2011

469

518

198

62

246

86

48

55

24

35

United States

Asia Pacific

Latin America and

Caribbean

Canada

Central and Eastern

Europe, Middle East

and Africa

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.

Fiscal Third Quarter 2011 Financial Results

8

11,721

16,118

10,648

17,582

13,038

18,046

12,040

19,400

Total Transactions

Processed

Transactions

Total Transactions

Processed

Transactions

Quarter ended March

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 June

Debit

65%

Credit

35%

Credit

36%

Debit

64%

Credit

35%

Debit

65%

Credit

35%

Debit

65%

YOY

Change

12%

13%

10%

11%

2010

2011

Fiscal Third Quarter 2011 Financial Results

9

Quarter ended March

in millions, except percentages

Total Cards

YOY

Change

(2)%

6%

2%

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

changes made are not material.

2010

2011

Credit

Debit

Visa Inc.

774

760

1,870

1,825

1,051

1,110

Fiscal Third Quarter 2011 Financial Results

10

Revenue –

Q3 2011

US$ in millions, except percentages

Gross

Revenues

Incentives

Net Operating

Revenues

YOY

Change

14%

14%

14%

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

Fiscal 2010

Fiscal 2011

2,770

2,422

2,029

2,322

(393)

(448)

Fiscal Third Quarter 2011 Financial Results

11

Revenue Detail –

Q3 2011

US$ in millions, except percentages

Service

Revenues

Data

Processing

Revenues

International

Transaction

Revenues

Other

Revenues

YOY

Change

21%

12%

15%

(10)%

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

Fiscal 2010

Fiscal 2011

873

1,055

792

886

574

662

183

167

Fiscal Third Quarter 2011 Financial Results

12

Operating Margin –

Q3 2011

US$ in millions, except percentages

YOY

Change

2 ppt

14%

10%

18%

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

Fiscal 2010

Fiscal 2011

58%

56%

Operating Margin

2,029

2,322

892

977

1,137

1,345

Net Operating

Revenues

Operating Income

Total Operating

Expenses

Fiscal Third Quarter 2011 Financial Results

13

US$ in millions, except percentages

Personnel

Network

and

Processing

Marketing

Professional

Fees

Depreciation

and

Amortization

General

and

Administrative

YOY

Change

27%

(12)%

(9)%

9%

18%

32%

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

Fiscal 2010

Fiscal 2011

Operating Expenses –

Q3 2011

285

363

103

277

91

251

77

84

63

74

87

114

Fiscal Third Quarter 2011 Financial Results

14

Other Income (Expense)

US$ in millions

The following table presents components of our other income (expense).

Three Months Ended

June 30, 2011

Gain on sale of investment in CBSS

85

$                                     

Revaluation of Visa Europe put option

122

Other

(1)

(9)

Total other income

198

$                                   

(1)

Amount primarily represents interest expense, other investment income and the accretion associated with

litigation settlements to be paid over periods longer than one year.

Fiscal Third Quarter 2011 Financial Results

15

Other Financial Results

•

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

investment securities of $6.7 billion at the end of the fiscal third quarter

which

includes

$2.9

billion

of

restricted

cash

in

the

litigation

escrow

account

•

Total free cash flow of $1.4 billion for the fiscal third quarter and

adjusted free cash flow of $1.3 billion after the Fundamo acquisition

•

Capital expenditures of $89 million during the fiscal third quarter

Note: See appendix for reconciliation of adjusted non-GAAP measures to the closest comparable GAAP measures.

Fiscal Third Quarter 2011 Financial Results

16

Less than

$900 million

Marketing expenses

Financial Metrics for Fiscal Year 2011

Annual operating margin

About 60%

Top end of the

16% to 16.5%

range

Client incentives as % of gross revenues

Annual net revenue growth

11% to 15%

range

Fiscal Third Quarter 2011 Financial Results

17

Financial Metrics for Fiscal Year 2011

Capital expenditures

Moderately

above            

$300 million

Annual diluted class A common stock earnings

per share growth

20% +

GAAP tax rate, excluding the revaluation of the

Visa Europe put option

36.5% to 37%

range

Annual free cash flow

$3 billion +

Fiscal Third Quarter 2011 Financial Results

18

Financial Metrics for Fiscal Year 2012

Mid to high

teens

Annual diluted class A common stock earnings

per share growth

Annual net revenue growth

High single to

low double digit

range

Appendix

Reconciliation of

Non-GAAP Measures

Fiscal Third Quarter 2011 Financial Results

Adjusted Net Income and Earnings

US$ in millions, except per share data

Management believes the presentation of adjusted net income and diluted earnings per share provides a clearer understanding

of

our

operating

performance

for

the

periods.

The

revaluation

of

the

Visa

Europe

put

option

resulted

in

non-cash,

non-operating

income during the three months ended June 30, 2011. The reduction in the fair value of the put option was primarily the result of

declines

in

our

estimated

long-term

price-to-earnings

ratio

and

does

not

reflect

any

change

in

the

likelihood

that

Visa

Europe

will exercise its option.  Management therefore believes that the resulting non-operating income recorded during the third

quarter of fiscal 2011 is not indicative of Visa’s performance in the current or future periods.

A1

(1)

Non-cash, non-operating income resulting from the revaluation of this financial instrument is not subject to tax.

(1)

Three Months

Ended June 30,

2011

Nine Months Ended

June 30, 2011

Net income attributable to Visa Inc. (as reported)

1,005

$                     

2,770

$                     

Revaluation of Visa Europe Put option

(122)

(122)

Adjusted net income attributable to Visa Inc.

883

$                        

2,648

$                     

Weighted average number of diluted shares outstanding  (as reported)

704

712

Adjusted diluted earnings per share

1.26

$                       

3.72

$                       

Diluted earnings per share (as reported)

1.43

$                       

3.89

$                       

Impact of the revaluation of Visa Europe put option

0.17

$                       

0.17

$                       

Fiscal Third Quarter 2011 Financial Results

Calculation of Free Cash Flow

US$ in millions

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

Calculation of Free Cash Flow

US$ in millions

Additions (+) /

Reductions (-) to

Net income

attributable to

Visa Inc.

Net income attributable to Visa Inc. (as reported)

1,005

2,770

Capital Assets

+

Depreciation and amortization

74

211

-

Capital expenditures

(89)

(15)

(236)

(25)

Litigation

+

Litigation provision

-

6

+

Accretion expense

2

9

-

Settlement payments

(70)

(212)

+

Settlement payments funded by litigation escrow

70

2

210

13

Share-based Compensation

+

Share-based compensation

32

122

Pension

+

Pension expense

8

24

-

Pension contribution

-

8

-

24

Taxes

+

Income tax expense

539

1,534

-

Income taxes paid

(236)

303

(1,251)

283

Visa Europe Put Option

-

Fair Value Adjustment

(122)

(122)

Changes in Working Capital

(1)

+/-

Changes in other working capital accounts

206

51

Total Free Cash Flow

1,419

3,116

Less: PlaySpan and Fundamo

Acquisitions

-

Purchase consideration, net of cash received

(106)

(268)

Adjusted Free Cash Flow

1,313

2,848

Three Months Ended

June 30, 2011

Nine Months Ended

June 30, 2011

A2

Fiscal Third Quarter 2011 Financial Results

Impact of PlaySpan Acquisition

US$ in millions, except per share data

The following table presents the impact of the PlaySpan acquisition on Visa’s adjusted diluted earnings per share.

A3

(1)

(2)

(3)

Represents tax rate applicable to PlaySpan.

(4)

(5)

Operating revenues recognized by Visa related to PlaySpan transactions.  Amount primarily represents data

processing revenues.

Operating expenses incurred by Visa related to PlaySpan.  Amounts incurred subsequent to the acquisition

primarily represent personnel, amortization of intangibles and normal operating expenses.

Amount primarily represents professional fees related to closing the transaction and some minor

compensation expense, which are non-deductible for tax purposes.

See slide A1 for a reconciliation of adjusted diluted earnings per share to GAAP diluted earnings per share.

Three Months Ended

June 30, 2011

Net income attributable to Visa Inc. (as reported)

1,005

$                            

Revaluation of Visa Europe put option

(122)

Adjusted net income attributable to Visa Inc.

883

Taxable PlaySpan adjustments:

Less: Operating revenue

(1)

(6)

Addback: Deductible operating expenses

(2)

15

Subtotal of taxable adjustments

9

Tax rate

(3)

40%

Tax impact of adjustments

(4)

Impact of taxable PlaySpan adjustments

5

Addback: Non-deductible adjustments

(4)

3

Impact of PlaySpan

8

Adjusted net income attributable to Visa Inc.

891

$                               

Weighted average number of diluted shares outstanding  (as reported)

704

Adjusted diluted earnings per share, excluding impact of PlaySpan  acquisition

1.27

$                              

Adjusted diluted earnings per share

(5)

1.26

$                              

Impact of PlaySpan acquisition

(0.01)

$                             

Fiscal Third Quarter 2011 Financial Results

Impact of Fundamo Acquisition

US$ in millions, except per share data

The following table presents the impact of the Fundamo acquisition on Visa’s adjusted diluted earnings per share.

(1)

(2)

See slide A1 for a reconciliation of adjusted diluted earnings per share to GAAP diluted earnings per share.

Represents the net operating results of Fundamo recognized by Visa since the acquisition in June 2011.

Three Months Ended

June 30, 2011

Net income attributable to Visa Inc. (as reported)

1,005

$                               

Revaluation of Visa Europe Put option

(122)

Adjusted net income attributable to Visa Inc.

883

After tax impact of Fundamo

(1)

4

Adjusted net income attributable to Visa Inc.

887

$                                  

Weighted average number of diluted shares outstanding  (as reported)

704

Adjusted

diluted

earnings

per

share,

excluding

impact

of

Fundamo

acquisition

1.27

$                                 

Adjusted diluted earnings per share

(2)

1.26

$                                 

Impact of Fundamo acquisition

(0.01)

$                                

A4