8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 31, 2012

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 October 31, 2012, Visa Inc. (the “Company”) issued a press release announcing financial results for the Company’s fiscal fourth quarter and full-year 2012, ended September 30, 2012.

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 October 31, 2012, the Company will host a conference call to discuss its fiscal fourth quarter and full-year 2012 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 October 31, 2012.
99.2	Presentation of Visa Inc., dated October 31, 2012.

SIGNATURES

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

	VISA INC.
Date: October 31, 2012	By:	/s/ Byron H. Pollitt
		Byron H. Pollitt
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Visa Inc., dated October 31, 2012.
99.2	Presentation of Visa Inc., dated October 31, 2012.

EX-99.1

Exhibit 99.1

Visa Inc. Posts Strong Fiscal Fourth Quarter and Full-Year 2012 Adjusted Earnings Results and Announces New $1.5 billion Share Repurchase Program

• Adjusted quarterly net income of $1 billion or $1.54 per diluted class A common share, excluding special item

• Adjusted full-year 2012 net income of $4.2 billion or $6.20 per diluted class A common share, excluding special items

• GAAP quarterly net income of $1.7 billion or $2.47 per diluted class A common share, including special item

• Full-year 2012 GAAP net income, including special items, was $2.1 billion or $3.16 per diluted class A common share

• The Company authorizes a new $1.5 billion repurchase program and increases quarterly dividend payment by 50%

Foster City, CA, October 31, 2012 – Visa Inc. (NYSE: V) today announced financial results for the Company’s fiscal fourth quarter and full-year 2012. Adjusted quarterly and full-year net income per class A common share outstanding are non-GAAP financial measures that are reconciled to their most directly comparable GAAP measures in the accompanying financial tables. On an adjusted basis, the Company’s financial results reflect the impact of special items that are either non-recurring, have no cash impact or are related to amounts covered by the retrospective responsibility plan.

GAAP net income in the fiscal fourth quarter of 2012 was $1.7 billion or diluted class A common stock earnings per share of $2.47. Adjusted net income in the fiscal fourth quarter was $1.0 billion or diluted class A common stock earnings per share of $1.54, excluding a special item related to the reversal of previously recorded tax reserves which increased net income by $627 million. The weighted-average number of diluted class A common shares outstanding in the fiscal fourth quarter was 672 million.

GAAP net income for the full-year 2012 was $2.1 billion, which included several special items: a one-time non-cash deferred tax adjustment of $208 million during the fiscal second quarter; a covered litigation provision of $4.1 billion and related tax benefits during the fiscal third quarter; and the reversal of previously recorded tax reserves which totaled $627 million during the fiscal fourth quarter. Diluted class A common stock earnings per share was $3.16. On an adjusted basis, excluding the aforementioned special items, net income for the full-year 2012 was $4.2 billion, an increase of 19% over the prior year. Adjusted diluted class A common stock earnings per share was $6.20, an increase of 24% over the prior year. The weighted-average number of diluted class A common shares outstanding for the full year was 678 million.

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GAAP net operating revenue in the fiscal fourth quarter of 2012 was $2.7 billion, an increase of 15% over the prior year. Currency fluctuations contributed a negative 1 percentage point of growth towards quarterly net operating revenues.

GAAP net operating revenue for the full-year of 2012 was $10.4 billion, an increase of 13% over the prior year and driven by double-digit revenue growth contributions from service, data processing and international transaction revenues. There was no significant impact on full-year results related to the strengthening or weakening of the U.S. dollar over the prior year.

“Visa delivered strong financial performance for the fourth quarter and full year, a result of our focus on growing our core business, accelerating expansion of our business outside the U.S and investing in next-generation technologies that will define the future of payments,” said Joseph Saunders, Chairman and Chief Executive Officer of Visa Inc.

“With our solid record of growth and sound strategy, Visa has a strong foundation for continued long-term growth as technology-enabled change continues to shape our global market. We will continue to invest in new technologies that will help our financial institution clients expand their businesses, add incremental value to the merchant community, and forge new revenue opportunities for both Visa and our partners. We see extraordinary opportunity for growth in the payments industry.”

Fiscal Fourth Quarter 2012 Financial Highlights:

Payments volume growth, on a constant dollar basis, for the three months ended June 30, 2012, on which fiscal fourth quarter service revenue is recognized, was a positive 6% over the prior year at $978 billion.

Payments volume growth, on a constant dollar basis, for the three months ended September 30, 2012, was a positive 6% over the prior year at $1 trillion.

Cross-border volume growth, on a constant dollar basis, was a positive 10% for the three months ended September 30, 2012.

Total processed transactions, which represent transactions processed by VisaNet, for the three months ended September 30, 2012, were 14 billion, a positive 2% increase over the prior year.

For the fiscal fourth quarter 2012, service revenues were $1.3 billion, an increase of 14% 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 15% over the prior year to

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$1.1 billion. International transaction revenues, which are driven by cross-border volume, grew 5% over the prior year to $796 million. Other revenues, which include the Visa Europe licensing fee, were $172 million, flat compared to the prior year. Client incentives, which are a contra revenue item, were $563 million and represent 17% of gross revenues.

Total operating expenses on a GAAP basis were $1.2 billion for the quarter, an 18% increase over the prior year.

Cash, cash equivalents, restricted cash, and available-for-sale investment securities were $10.5 billion at September 30, 2012.

Fiscal Full-Year 2012 Financial Highlights:

For the fiscal full-year 2012, service revenues were $4.9 billion, an increase of 14% over the prior year. Data processing revenues rose 14% over the prior year to $4.0 billion. International transaction revenues, which are driven by cross-border volume, grew 13% over the prior year to $3.0 billion. Other revenues, which include the Visa Europe licensing fee, were $704 million, a 7% increase over the prior year. Client incentives, which are a contra revenue item, were $2.2 billion and represent 17% of gross revenues.

Total processed transactions, which represent transactions processed by VisaNet for the 12 months ended September 30, 2012, totaled 53 billion, a 5% increase over the prior year.

Excluding the litigation provision recorded in the fiscal third quarter of 2012, total adjusted operating expenses increased 12% over the prior year to $4.2 billion.

Excluding special items, the Company’s adjusted tax rate was 32.9% for the twelve months ended September 30, 2012.

Notable Events:

Total as-converted class A common stock was reduced by 2.5 million shares during the three months ended September 30, 2012, which was funded from $324 million of our operating cash on hand. Of the $324 million, $174 million was used to repurchase class A common stock in the open market. In addition, we deposited $150 million from our operating cash into the litigation escrow account previously established under the retrospective responsibility plan. This deposit has the same economic effect on earnings per share as repurchasing the Company’s class A common stock as it reduces the as-converted class B common stock share count.

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As announced on October 24, 2012, the Board of Directors declared a quarterly dividend in the aggregate amount of $0.33 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 December 4, 2012, to all holders of record of the Company’s class A, class B and class C common stock as of November 16, 2012.

The Board of Directors has authorized a new $1.5 billion class A share repurchase program. The authorization will be in place through October 2013, and is subject to further change at the discretion of the Board.

Financial Outlook:

Visa Inc. provides its financial outlook for the following metrics for fiscal 2013:

• Annual net revenue growth in the low double digits;

• Client incentives as a percent of gross revenues: 18% to 18.5% range;

• Marketing expenses: Under $1 billion;

• Adjusted annual operating margin of about 60%;

• Tax rate: 30% to 32% range;

• Adjusted annual diluted class A common stock earnings per share growth: High teens;

• Capital expenditures: $425 million to $475 million range; and

• Annual free cash flow about $5 billion.

Fiscal Fourth Quarter and Full-Year 2012 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 electronic payments. We operate one of the world’s most advanced processing networks—VisaNet—that is capable of handling more than 24,000 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.

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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 “continue,” “expect,” “will,” “see,” and similar references to the future. Examples of such forward-looking statements include, but are not limited to, statements we make about our revenue opportunities and about our revenue, earnings per share, incentive payments, expenses, operating margin, tax rate, capital expenditures and 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 laws, regulations and marketplace barriers, including:

• rules capping debit interchange reimbursement fees promulgated under the U.S. Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act;

• rules under the Dodd-Frank Act expanding issuers’ and merchants’ choice among debit payment networks;

• increased regulation outside the United States and in other product categories;

• increased government support of national payment networks outside the United States; and

• rules about consumer privacy and data use and security;

• developments in current or future litigation and government enforcement, including those affecting interchange reimbursement fees, antitrust and tax disputes;

• economic factors, such as:

• an increase or spread of the current European crisis involving sovereign debt and the euro;

• the so-called “fiscal cliff” in the United States: the combination of expiring tax cuts and mandatory reductions in federal spending at the end of 2012;

• other global economic, political and health conditions;

• cross-border activity and currency exchange rates; and

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

• industry developments, such as competitive pressure, rapid technological developments, and disintermediation from the payments value stream;

• system developments, such as:

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

• account data breaches or increased fraudulent or other illegal activities 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 acquisitions successfully or to effectively launch new products and businesses;

• changes in accounting principles or treatments; and

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the other factors discussed under the heading “Risk Factors” 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.

Contacts:

Investor Relations: Jack Carsky or Victoria Hyde-Dunn, 650-432-7644, ir@visa.com

Media Relations: Will Valentine, 650-432-2990, globalmedia@visa.com

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VISA INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	September 30, 2012			September 30, 2011
	(in millions, except par value data)
Assets
Cash and cash equivalents	$	2,074		$	2,127
Restricted cash - litigation escrow		4,432			2,857
Investment securities
Trading		66			57
Available-for-sale		677			1,214
Settlement receivable		454			412
Accounts receivable		723			560
Customer collateral		823			931
Current portion of client incentives		209			278
Deferred tax assets		2,027			489
Prepaid expenses and other current assets		301			265
Total current assets		11,786			9,190
Investment securities, available-for-sale		3,283			711
Client incentives		58			85
Property, equipment and technology, net		1,634			1,541
Other assets		151			129
Intangible assets, net		11,420			11,436
Goodwill		11,681			11,668
Total assets	$	40,013		$	34,760
Liabilities
Accounts payable	$	152		$	169
Settlement payable		719			449
Customer collateral		823			931
Accrued compensation and benefits		460			387
Client incentives		830			528
Accrued liabilities		584			562
Accrued litigation		4,386			425
Total current liabilities		7,954			3,451
Deferred tax liabilities		4,058			4,205
Other liabilities		371			667
Total liabilities		12,383			8,323
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, 535 and 520 shares issued and outstanding at September 30, 2012, and September 30,2011, respectively		—			—
Class B common stock, $0.0001 par value, 622 shares authorized, 245 shares issued and outstanding at September 30, 2012 and September 30, 2011		—			—
Class C common stock, $0.0001 par value, 1,097 shares authorized, 31 and 47 shares issued and outstanding at September 30, 2012 and September 30, 2011, respectively		—			—
Additional paid-in capital		19,992			19,907
Accumulated income		7,809			6,706
Accumulated other comprehensive income (loss), net
Investment securities, available-for-sale		3			—
Defined benefit pension and other postretirement plans		(186	)		(186	)
Derivative instruments classified as cash flow hedges		13			18
Foreign currency translation adjustments		(1	)		(8	)
Total accumulated other comprehensive loss, net		(171	)		(176	)
Total equity		27,630			26,437
Total liabilities and equity	$	40,013		$	34,760

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VISA INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended September 30,						Twelve Months Ended September 30,
	2012			2011			2012			2011
	(in millions, except per share data)
Operating Revenues
Service revenues	$	1,264		$	1,105		$	4,872		$	4,261
Data processing revenues		1,062			925			3,975			3,478
International transaction revenues		796			758			3,025			2,674
Other revenues		172			171			704			655
Client incentives		(563	)		(576	)		(2,155	)		(1,880	)
Total operating revenues		2,731			2,383			10,421			9,188
Operating Expenses
Personnel		471			388			1,726			1,459
Network and processing		111			106			414			357
Marketing		271			239			873			870
Professional fees		134			115			385			337
Depreciation and amortization		89			77			333			288
General and administrative		131			95			451			414
Litigation provision		2			1			4,100			7
Total operating expenses		1,209			1,021			8,282			3,732
Operating income		1,522			1,362			2,139			5,456
Other Income (Expense)
Interest income (expense)		57			(13	)		29			(32	)
Investment income		5			1			36			108
Other		4			4			3			124
Total other income (expense)		66			(8	)		68			200
Income before income taxes		1,588			1,354			2,207			5,656
Income tax (benefit) provision		(74	)		476			65			2,010
Net income including non-controlling interest		1,662			878			2,142			3,646
Loss attributable to non-controlling interest		—			2			2			4
Net income attributable to Visa Inc.	$	1,662		$	880		$	2,144		$	3,650
Basic earnings per share
Class A common stock	$	2.48		$	1.28		$	3.17		$	5.18
Class B common stock	$	1.05		$	0.62		$	1.40		$	2.59
Class C common stock	$	2.48		$	1.28		$	3.17		$	5.18
Basic weighted-average shares outstanding
Class A common stock		528			518			524			509
Class B common stock		245			245			245			245
Class C common stock		35			49			41			70
Diluted earnings per share
Class A common stock	$	2.47		$	1.27		$	3.16		$	5.16
Class B common stock	$	1.04		$	0.62		$	1.39		$	2.58
Class C common stock	$	2.47		$	1.27		$	3.16		$	5.16
Diluted weighted-average shares outstanding
Class A common stock		672			692			678			707
Class B common stock		245			245			245			245
Class C common stock		35			49			41			70

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VISA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Years Ended September 30,
	2012			2011			2010
	(in millions)
Operating Activities
Net income including non-controlling interest	$	2,142		$	3,646		$	2,964
Adjustments to reconcile net income including non-controlling interest to net cash provided by (used in) operating activities:
Amortization of client incentives		2,155			1,880			1,560
Fair value adjustment for the Visa Europe put option		—			(122	)		(79	)
Share-based compensation		147			154			131
Excess tax benefit for share-based compensation		(71	)		(18	)		(14	)
Depreciation and amortization of intangible assets and property, equipment and technology		333			288			265
Litigation provision and accretion		4,101			18			(18	)
Deferred income taxes		(1,690	)		164			249
Other		(8	)		(104	)		(32	)
Change in operating assets and liabilities:
Settlement receivable		(42	)		(4	)		203
Accounts receivable		(161	)		(79	)		(7	)
Client incentives		(1,757	)		(1,857	)		(1,386	)
Other assets		(26	)		2			(42	)
Accounts payable		(17	)		29			(21	)
Settlement payable		270			36			(245	)
Accrued and other liabilities		(227	)		129			165
Accrued litigation		(140	)		(290	)		(1,002	)
Net cash provided by operating activities		5,009			3,872			2,691
Investing Activities
Purchases of property, equipment, technology and intangible assets		(376	)		(353	)		(241	)
Proceeds from disposal of property, equipment and technology		2			—			3
Investment securities, available-for-sale:
Purchases		(4,140	)		(1,910	)		(11	)
Proceeds from sales and maturities		2,093			129			67
Purchases of / contributions to other investments		(12	)		(13	)		(17	)
Proceeds / distributions from other investments		22			116			11
Acquisitions, net of cash received of $17, $22 and $147, respectively		(3	)		(268	)		(1,805	)
Distribution from money market investment		—			—			89
Net cash used in investing activities		(2,414	)		(2,299	)		(1,904	)
Financing Activities
Repurchase of class A common stock		(710	)		(2,024	)		(1,000	)
Dividends paid		(595	)		(423	)		(368	)
Deposits into litigation escrow account—retrospective responsibility plan		(1,715	)		(1,200	)		(500	)
Payments from litigation escrow account—retrospective responsibility plan		140			280			280
Cash proceeds from exercise of stock options		174			99			56
Excess tax benefit for share-based compensation		71			18			14
Principal payments on capital lease obligations		(6	)		(10	)		(12	)
Payments for earn-out related to PlaySpan acquisition		(14	)		—			—
Principal payments on debt		—			(44	)		(12	)
Net cash used in financing activities		(2,655	)		(3,304	)		(1,542	)
Effect of exchange rate changes on cash and cash equivalents		7			(9	)		5
Decrease in cash and cash equivalents		(53	)		(1,740	)		(750	)
Cash and cash equivalents at beginning of year		2,127			3,867			4,617
Cash and cash equivalents at end of year	$	2,074		$	2,127		$	3,867
Supplemental Disclosure of Cash Flow Information
Income taxes paid, net of refunds	$	2,057		$	1,731		$	1,291
Amounts included in accounts payable and accrued and other liabilities related to purchases of property, equipment, technology and intangible assets	$	67		$	36		$	31
Interest payments on debt	$	—		$	3		$	4

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VISA INC.

FISCAL 2012 AND 2011 QUARTERLY RESULTS OF OPERATIONS

(UNAUDITED)

	Fiscal 2012 Quarter Ended												Fiscal 2011 Quarter Ended
	September 30, 2012			June 30, 2012			March 31, 2012			December 31, 2011			September 30, 2011
	(in millions)
Operating Revenues
Service revenues	$	1,264		$	1,216		$	1,241		$	1,151		$	1,105
Data processing revenues		1,062			1,040			922			951			925
International transaction revenues		796			748			733			748			758
Other revenues		172			175			179			178			171
Client incentives		(563	)		(614	)		(497	)		(481	)		(576	)
Total operating revenues		2,731			2,565			2,578			2,547			2,383
Operating Expenses
Personnel		471			435			431			389			388
Network and processing		111			102			103			98			106
Marketing		271			242			170			190			239
Professional fees		134			99			82			70			115
Depreciation and amortization		89			84			80			80			77
General and administrative		131			112			106			102			95
Litigation provision		2			4,098			—			—			1
Total operating expenses		1,209			5,172			972			929			1,021
Operating income (loss)		1,522			(2,607	)		1,606			1,618			1,362
Other Income (Expense)
Interest income (expense)		57			(11	)		(7	)		(10	)		(13	)
Investment income		5			12			9			10			1
Other		4			(1	)		1			(1	)		4
Total other income (expense)		66			—			3			(1	)		(8	)
Income (loss) before income taxes		1,588			(2,607	)		1,609			1,617			1,354
Income tax (benefit) provision		(74	)		(768	)		317			590			476
Net income (loss) including non-controlling interest		1,662			(1,839	)		1,292			1,027			878
Loss attributable to non-controlling interest		—			—			—			2			2
Net income (loss) attributable to Visa Inc.	$	1,662		$	(1,839	)	$	1,292		$	1,029		$	880

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VISA INC.

Reconciliation of Non-GAAP Financial Results—Full Year

US$ in millions, except margin ratio and per share data

Our financial results for fiscal 2012 and 2011 were impacted by several special items that we believe are not indicative of our financial performance in the current or future years, as they are either non-recurring, have no cash impact or are related to amounts covered by the retrospective responsibility plan. As such, we believe the presentation of adjusted financial results excluding the following amounts provides a clearer understanding of our operating performance for the periods presented.

- Reversal of tax reserves. During the fourth quarter of fiscal 2012, we reversed all previously recorded tax reserves and accrued interest associated with uncertainties related to the deductibility of covered litigation expense recorded in fiscal 2007 through the third quarter of fiscal 2012. This increased our net income for the fourth quarter of fiscal 2012 by $627 million. The reversed tax reserves included $301 million originally recorded in the third quarter of fiscal 2012; therefore, the full-year impact of this adjustment was only $326 million.

- Litigation provision. During the third quarter of fiscal 2012, we recorded a litigation provision of $4.1 billion and related tax benefits associated with the interchange Multidistrict Litigation Proceedings, which are covered by the retrospective responsibility plan. Monetary liabilities from settlements of, or judgments in, the covered litigation will be paid from the litigation escrow account.

- Deferred tax adjustment. During the second quarter of fiscal 2012, we benefited from a one-time non-cash adjustment of $208 million related to the remeasurement of our net deferred tax liabilities attributable to changes in the California state apportionment rules.

- Revaluation of Visa Europe put option. During the third quarter of fiscal 2011, we recorded a decrease of $122 million in the fair value of the Visa Europe put option, which resulted in the recognition of non-cash, non-operating other income. This amount is not subject to income tax and therefore had no impact on our reported income tax provision.

The following table presents our adjusted financial results for the years ended September 30, 2012 and 2011.⁽¹⁾

	Twelve months ended September 30,
	Operating Expenses					Operating Margin(2)						Net Income Attributable to Visa Inc.						Diluted Earnings Per Share
	2012			2011		2012			2011			2012			2011			2012			2011
As reported	$	8,282		$	3,732		21	%		59	%	$	2,144		$	3,650		$	3.16		$	5.16
Reversal of tax reserves		—			—		—			—			(326	)		—			(0.48	)		—
Litigation provision		(4,098	)		—		39	%		—			2,593			—			3.82			—
Impact of deferred tax adjustment		—			—		—			—			(208	)		—			(0.31	)		—
Revaluation of Visa Europe put option		—			—		—			—			—			(122	)		—			(0.17	)
Adjusted	$	4,184		$	3,732		60	%		59	%	$	4,203		$	3,528		$	6.20		$	4.99
Diluted weighted-average shares outstanding (as reported)																			678			707

⁽¹⁾  Figures in the table may not recalculate exactly due to rounding. Diluted earnings per share figures are calculated based on whole numbers, not the rounded numbers presented.

⁽²⁾  Operating margin is calculated as operating income divided by total operating revenues.

11

VISA INC.

Reconciliation of Non-GAAP Financial Results—Effective Tax Rate

US$ in millions, except effective tax rate

Our financial results for fiscal 2012 reflect the impact of several special items that we believe are not indicative of our financial performance in the current or future years, as they are either non-recurring, have no cash impact or are related to amounts covered by the retrospective responsibility plan. As such, we have presented our adjusted effective income tax rate in the table below, which we believe provides a clearer understanding of our operating performance for the fiscal year. Our adjusted effective income tax rate for fiscal 2012 excludes: the reversal of previously recorded tax reserves and accrued interest associated with uncertainties related to the deductibility of covered litigation expense; additional covered litigation provision recorded; and a one-time, non-cash benefit from the remeasurement of existing net deferred tax liabilities attributable to changes in the California state apportionment rules.

	Fiscal 2012
	Income Before Income Taxes			Income Tax Provision		Effective income tax rate
As reported	$	2,207		$	65		3	%
Reversal of tax reserves		(43	)		283
Litigation provision		4,098			1,505
Remeasurement of net deferred tax liabilities		—			208
Adjusted	$	6,262		$	2,061		33	%

12

Operational Performance Data

The tables below provide information regarding the available operational results for the 3 months ended September 30, 2012, as well as the prior four quarterly reporting periods and the 12 months ended September 30, 2012 and 2011, 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 September 30, 2012
	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	$	427		6.1	%		8.6	%	$	290		6.4	%		8.1	%		3,126	$	137		5.5	%		9.7	%		658
Canada		62		2.0	%		3.3	%		57		2.0	%		3.4	%		522		5		1.3	%		2.6	%		11
CEMEA		238		12.0	%		19.0	%		47		26.4	%		34.9	%		802		191		8.9	%		15.6	%		1,073
LAC		240		-3.7	%		10.2	%		93		4.6	%		21.1	%		2,180		147		-8.3	%		4.2	%		951
US		630		0.7	%		0.7	%		521		0.8	%		0.8	%		10,323		109		0.3	%		0.3	%		885
Visa Inc.		1,597		3.0	%		6.7	%		1,008		3.8	%		5.9	%		16,953		589		1.7	%		8.2	%		3,579
Visa Credit Programs
US	$	261		8.1	%		8.1	%	$	250		9.2	%		9.2	%		2,967	$	11		-10.3	%		-10.3	%		16
Rest of World		442		5.1	%		9.0	%		393		6.3	%		10.2	%		4,614		49		-3.8	%		0.2	%		192
Visa Inc.		703		6.2	%		8.7	%		642		7.4	%		9.8	%		7,581		61		-5.1	%		-2.0	%		208
Visa Debit Programs
US	$	369		-4.0	%		-4.0	%	$	271		-5.9	%		-5.9	%		7,356	$	98		1.8	%		1.8	%		869
Rest of World		524		4.1	%		12.8	%		94		10.8	%		19.6	%		2,016		430		2.8	%		11.4	%		2,502
Visa Inc.		894		0.6	%		5.2	%		365		-2.1	%		-0.4	%		9,372		528		2.6	%		9.5	%		3,371

	For the 3 Months Ended June 30, 2012
	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	$	413		8.8	%		11.2	%	$	277		11.5	%		13.0	%		3,001	$	136		3.6	%		7.6	%		651		537		645
Canada		61		1.8	%		6.3	%		56		1.9	%		6.4	%		513		5		0.8	%		5.2	%		11		25		33
CEMEA		234		14.4	%		23.4	%		45		28.4	%		39.2	%		751		189		11.5	%		20.2	%		1,088		256		258
LAC		244		-0.3	%		15.4	%		88		3.2	%		19.9	%		2,055		155		-2.1	%		13.0	%		961		385		415
US		619		-0.7	%		-0.7	%		512		-1.1	%		-1.1	%		10,002		107		1.6	%		1.6	%		874		529		682
Visa Inc.		1,570		3.9	%		8.1	%		978		3.9	%		6.2	%		16,323		592		4.0	%		11.5	%		3,585		1,731		2,032
Visa Credit Programs
US	$	256		9.2	%		9.2	%	$	246		9.7	%		9.7	%		2,880	$	11		-0.5	%		-0.5	%		15		209		270
Rest of World		426		6.7	%		11.2	%		378		8.5	%		12.9	%		4,437		49		-5.6	%		0.0	%		192		451		511
Visa Inc.		683		7.6	%		10.5	%		623		9.0	%		11.6	%		7,317		59		-4.7	%		-0.1	%		207		660		781
Visa Debit Programs
US	$	363		-6.6	%		-6.6	%	$	267		-9.4	%		-9.4	%		7,123	$	96		1.8	%		1.8	%		859		320		412
Rest of World		525		7.5	%		17.7	%		88		16.9	%		28.3	%		1,883		437		5.8	%		15.8	%		2,519		752		839
Visa Inc.		888		1.2	%		6.4	%		355		-4.0	%		-2.2	%		9,006		533		5.0	%		13.0	%		3,378		1,071		1,251

13

Operational Performance Data

	For the 3 Months Ended March 31, 2012
	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	$	408		16.0	%		14.2	%	$	269		16.6	%		14.0	%		2,874	$	139		14.7	%		14.8	%		637		530		631
Canada		56		6.8	%		8.8	%		51		6.9	%		8.9	%		463		5		5.6	%		7.5	%		10		24		32
CEMEA		211		19.1	%		24.1	%		40		33.3	%		39.7	%		665		171		16.1	%		20.9	%		1,015		250		251
LAC		251		13.2	%		18.9	%		90		16.9	%		22.8	%		2,016		161		11.2	%		16.8	%		953		391		420
US		615		7.0	%		7.0	%		508		6.5	%		6.5	%		10,117		108		9.3	%		9.3	%		880		536		690
Visa Inc.		1,541		11.8	%		12.9	%		958		11.1	%		11.2	%		16,135		584		13.0	%		15.9	%		3,495		1,731		2,024
Visa Credit Programs
US	$	234		11.8	%		11.8	%	$	223		12.1	%		12.1	%		2,599	$	10		5.5	%		5.5	%		15		205		265
Rest of World		411		13.1	%		12.9	%		365		14.9	%		14.4	%		4,229		47		0.8	%		2.4	%		182		453		513
Visa Inc.		645		12.6	%		12.5	%		588		13.8	%		13.5	%		6,828		57		1.6	%		2.9	%		197		658		778
Visa Debit Programs
US	$	382		4.2	%		4.2	%	$	284		2.4	%		2.4	%		7,517	$	97		9.7	%		9.7	%		865		330		425
Rest of World		515		17.1	%		21.0	%		85		26.0	%		29.5	%		1,790		429		15.5	%		19.4	%		2,433		742		820
Visa Inc.		897		11.2	%		13.2	%		370		7.0	%		7.6	%		9,307		527		14.4	%		17.5	%		3,299		1,073		1,245

	For the 3 Months Ended December 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	$	409		13.2	%		11.4	%	$	276		15.0	%		12.0	%		2,948	$	133		9.5	%		10.3	%		621		519		613
Canada		60		4.1	%		5.6	%		56		4.7	%		6.2	%		500		5		-2.2	%		-0.8	%		10		27		36
CEMEA		221		20.1	%		25.0	%		39		29.1	%		36.6	%		643		182		18.3	%		22.8	%		1,066		241		243
LAC		263		13.0	%		19.1	%		93		14.7	%		20.7	%		2,068		169		12.1	%		18.3	%		998		383		414
US		635		7.4	%		7.4	%		529		7.3	%		7.3	%		10,609		106		8.2	%		8.2	%		879		531		683
Visa Inc.		1,588		11.3	%		12.4	%		993		10.6	%		10.6	%		16,768		595		12.4	%		15.6	%		3,574		1,701		1,990
Visa Credit Programs
US	$	248		9.7	%		9.7	%	$	237		9.7	%		9.7	%		2,808	$	11		10.4	%		10.4	%		16		203		263
Rest of World		430		12.8	%		12.2	%		379		13.5	%		12.7	%		4,366		51		7.7	%		9.1	%		189		456		516
Visa Inc.		678		11.6	%		11.3	%		616		12.0	%		11.5	%		7,174		63		8.2	%		9.3	%		205		659		779
Visa Debit Programs
US	$	387		6.0	%		6.0	%	$	292		5.4	%		5.4	%		7,800	$	95		7.9	%		7.9	%		863		328		420
Rest of World		523		15.1	%		19.3	%		85		20.3	%		24.4	%		1,793		438		14.1	%		18.4	%		2,506		714		791
Visa Inc.		910		11.0	%		13.3	%		377		8.4	%		9.1	%		9,594		532		13.0	%		16.4	%		3,369		1,042		1,211

	For the 3 Months Ended September 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)		Accounts (millions)		Cards (millions)
All Visa Credit & Debit
Asia Pacific	$	402		23.1	%		14.1	%	$	272		28.2	%		17.6	%		2,888	$	130		13.6	%		7.3	%		626		509		602
Canada		61		14.6	%		7.6	%		56		14.7	%		7.7	%		489		5		13.5	%		6.6	%		10		26		35
CEMEA		212		29.7	%		27.2	%		37		38.8	%		36.2	%		569		175		28.0	%		25.4	%		998		241		239
LAC		249		22.4	%		16.8	%		89		30.0	%		24.0	%		1,905		160		18.5	%		13.1	%		929		372		403
US		626		9.1	%		9.1	%		517		9.1	%		9.1	%		10,488		109		9.2	%		9.2	%		907		509		655
Visa Inc.		1,550		17.4	%		13.6	%		971		17.0	%		13.3	%		16,338		579		18.1	%		14.2	%		3,470		1,657		1,934
Visa Credit Programs
US	$	241		11.1	%		11.1	%	$	229		10.3	%		10.3	%		2,664	$	13		26.5	%		26.5	%		18		201		261
Rest of World		421		24.4	%		15.5	%		369		25.0	%		15.8	%		4,219		51		20.0	%		13.0	%		182		453		513
Visa Inc.		662		19.2	%		13.8	%		598		18.9	%		13.6	%		6,883		64		21.2	%		15.6	%		200		654		774
Visa Debit Programs
US	$	384		8.0	%		8.0	%	$	288		8.2	%		8.2	%		7,823	$	96		7.3	%		7.3	%		889		308		394
Rest of World		504		23.2	%		18.5	%		85		39.6	%		33.1	%		1,632		419		20.4	%		15.8	%		2,381		695		766
Visa Inc.		888		16.1	%		13.5	%		373		14.0	%		12.7	%		9,455		515		17.7	%		14.0	%		3,270		1,003		1,160

14

Operational Performance Data

	For the 12 Months Ended September 30, 2012
	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	$	1,656		10.8	%		11.3	%	$	1,112		12.2	%		11.7	%		11,950	$	545		8.2	%		10.6	%		2,567
Canada		240		3.6	%		5.9	%		219		3.8	%		6.1	%		1,998		20		1.3	%		3.6	%		43
CEMEA		903		16.1	%		22.8	%		171		29.1	%		37.5	%		2,861		733		13.5	%		19.8	%		4,242
LAC		997		5.2	%		15.9	%		365		9.6	%		21.1	%		8,320		633		2.9	%		13.1	%		3,863
US		2,500		3.5	%		3.5	%		2,070		3.2	%		3.2	%		41,050		430		4.7	%		4.7	%		3,518
Visa Inc.		6,296		7.3	%		10.0	%		3,936		7.2	%		8.4	%		66,179		2,360		7.5	%		12.7	%		14,233
Visa Credit Programs
US	$	999		9.7	%		9.7	%	$	955		10.1	%		10.1	%		11,254	$	44		0.6	%		0.6	%		62
Rest of World		1,710		9.2	%		11.3	%		1,514		10.6	%		12.5	%		17,646		196		-0.4	%		2.9	%		755
Visa Inc.		2,709		9.4	%		10.7	%		2,469		10.4	%		11.6	%		28,900		240		-0.2	%		2.4	%		817
Visa Debit Programs
US	$	1,501		-0.3	%		-0.3	%	$	1,114		-2.0	%		-2.0	%		29,797	$	386		5.2	%		5.2	%		3,456
Rest of World		2,086		10.7	%		17.6	%		352		18.0	%		25.2	%		7,483		1,734		9.3	%		16.2	%		9,960
Visa Inc.		3,587		5.8	%		9.4	%		1,467		2.2	%		3.4	%		37,279		2,120		8.5	%		14.0	%		13,416

	For the 12 Months Ended September 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)		Accounts (millions)		Cards (millions)
All Visa Credit & Debit
Asia Pacific	$	1,494		19.5	%		12.0	%	$	991		23.6	%		15.0	%		11,041	$	503		12.2	%		6.5	%		2,394		509		602
Canada		231		13.2	%		7.6	%		211		12.9	%		7.3	%		1,849		20		16.4	%		10.6	%		39		26		35
CEMEA		778		28.6	%		26.3	%		132		36.9	%		33.9	%		2,062		646		27.0	%		24.9	%		3,852		241		239
LAC		948		25.5	%		19.7	%		333		31.3	%		25.8	%		7,284		615		22.5	%		16.7	%		3,614		372		403
US		2,416		10.4	%		10.4	%		2,005		10.9	%		10.9	%		40,489		411		8.3	%		8.3	%		3,500		509		655
Visa Inc.		5,867		17.3	%		13.9	%		3,672		16.7	%		13.5	%		62,724		2,195		18.3	%		14.5	%		13,400		1,657		1,934
Visa Credit Programs
US	$	911		8.4	%		8.4	%	$	868		9.3	%		9.3	%		10,052	$	43		-6.0	%		-6.0	%		65		201		261
Rest of World		1,566		22.2	%		14.8	%		1,369		22.3	%		14.8	%		16,092		197		21.3	%		15.0	%		691		453		513
Visa Inc.		2,477		16.7	%		12.3	%		2,236		16.9	%		12.5	%		26,145		241		15.2	%		10.4	%		756		654		774
Visa Debit Programs
US	$	1,505		11.7	%		11.7	%	$	1,137		12.1	%		12.1	%		30,437	$	367		10.3	%		10.3	%		3,434		308		394
Rest of World		1,885		22.9	%		18.2	%		299		35.6	%		29.3	%		6,143		1,587		20.8	%		16.3	%		9,209		695		766
Visa Inc.		3,390		17.7	%		15.1	%		1,436		16.3	%		15.1	%		36,580		1,954		18.7	%		15.0	%		12,644		1,003		1,160

15

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. 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.

16

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
Sep 30, 2012		7	%		10	%
Jun 30, 2012		10	%		14	%
Mar 31, 2012		15	%		16	%
Dec 31, 2011		12	%		13	%
Sep 30, 2011		19	%		15	%
12 Months Ended
Sep 30, 2012		11	%		13	%
Sep 30, 2011		18	%		14	%

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
Sep 30, 2012		13,573		2	%
Jun 30, 2012		13,113		1	%
Mar 31, 2012		13,038		8	%
Dec 31, 2011		13,600		8	%
Sep 30, 2011		13,263		9	%
12 Months Ended
Sep 30, 2012		53,324		5	%
Sep 30, 2011		50,922		12	%

17

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
Sep 30, 2012		1,363		25	%
Jun 30, 2012		1,303		25	%
Mar 31, 2012		1,281		26	%
Dec 31, 2011		1,235		25	%
Sep 30, 2011		1,088		31	%
12 Months Ended
Sep 30, 2012		5,182		25	%
Sep 30, 2011		4,137		36	%

18

EX-99.2

Visa Inc.

Fiscal Fourth Quarter

Financial Results

October 31, 2012

Exhibit 99.2

Fiscal Fourth Quarter 2012 Financial Results

2

Forward-Looking Statements

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  "believe," "continue," “expect," and similar references to the future.

Examples of such forward-looking statements include, but are not limited to, statements we make about 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 laws, regulations and marketplace barriers, including:

•

rules

capping

debit

interchange

reimbursement

fees

promulgated

under

the

U.S.

Wall

Street

Reform

and

Consumer

Protection

Act,

or

the

Dodd-Frank

Act;

•

rules under the Dodd-Frank Act expanding issuers' and merchants' choice among debit payment networks;

•

increased regulation outside the United States and in other product categories;

•

increased government support of national payment networks outside the United States; and

•

rules about consumer privacy and data use and security;

•

developments

in

litigation

and

government

enforcement,

including

those

related

to

interchange

reimbursement

fees,

antitrust

and

tax

disputes;

•

economic factors, such as:

•

an increase or spread of the current European crisis involving sovereign debt and the euro;

•

the

so-called

“fiscal

cliff”

in

the

United

States:

the

combination

of

expiring

tax

cuts

and

mandatory

reductions

in

federal

spending

at

the

end

of

2012;

•

other global economic, political and health conditions;

•

cross-border activity and currency exchange rates; and

•

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

•

industry developments, such as competitive pressure, rapid technological developments and disintermediation from the payments value stream;

•

system developments, such as:

•

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

•

account data breaches or increased fraudulent or other illegal activities 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

acquisitions

successfully

or

to

effectively

launch

new

products

and

businesses;

•

changes in accounting principles or treatments; and

the other factors discussed in our most recent Annual Report on Form 10-K 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 Fourth Quarter 2012 Financial Results

3

Solid Fiscal Fourth Quarter Results

Strong operating revenues of $2.7 billion for the fourth quarter, up 15% over

prior year

Adjusted quarterly net income of $1.0 billion, up 18%, and adjusted diluted

earnings per share of $1.54, up 21% over prior year

Total as-converted class A common stock was reduced by 2.5 million

shares, at an average price of $127.05 per share, utilizing $324

million of

operating cash on hand

Continued positive secular trends and spending momentum contributed to 

growth in key underlying business drivers

Fiscal Fourth Quarter 2012 Financial Results

3

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

Fiscal Fourth Quarter 2012 Financial Results

4

Payments Volume

US$ in billions, nominal, except percentages

YOY Change

(nominal)

9%

(4%)

4%

YOY Change

(constant)

6%

12%

(2%)

Note:

Figures

may

not

recalculate

exactly

due

to

rounding.

Percentage

changes

calculated

based

on

whole

numbers,

not

the

rounded

numbers

presented. From time to time, previously submitted volume information may be updated. Prior period updates 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

Quarter ended June

Fiscal Fourth Quarter 2012 Financial Results

5

Payments Volume

US$ in billions, nominal, except percentages

YOY Change

(nominal)

7%

(2%)

4%

YOY Change

(constant)

6%

10%

–%

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 period updates are not material.

Figures may not recalculate exactly due to rounding. Percentage changes calculated based on whole numbers, not the rounded numbers

presented.

Quarter ended September

ROW

=

Rest

of

World

Fiscal Fourth Quarter 2012 Financial Results

6

Payments Volume

US$ in billions, nominal, except percentages

YOY Change

(nominal)

12%

2%

(1%)

3%

28%

YOY Change

(constant)

(1%)

13%

6%

20%

39%

Note:

Figures

may

not

recalculate

exactly

due

to

rounding.

Percentage

changes

calculated

based

on

whole

numbers,

not

the

rounded

numbers

presented. From time to time, previously submitted volume information may be updated. Prior period updates are not material. Constant dollar

growth

rates

exclude

the

impact

of

foreign

currency

fluctuations

against

the

U.S.

dollar

in

measuring

performance.

Quarter ended June

Fiscal Fourth Quarter 2012 Financial Results

7

Payments Volume

US$ in billions, nominal, except percentages

YOY Change

(nominal)

6%

2%

1%

5%

26%

YOY Change

(constant)

8%

3%

1%

21%

35%

Quarter ended September

2011

2012

517

272

89

56

37

521

290

93

57

47

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 period updates are not material.

Figures may not recalculate exactly due to rounding. Percentage changes calculated based on whole numbers, not the rounded numbers

presented.

Fiscal Fourth Quarter 2012 Financial Results

8

Transactions

in millions, except percentages

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 period updates are not material. Figures may not recalculate exactly due to rounding. Percentage changes calculated based on

whole numbers, not the rounded numbers presented.

YOY

Change

4%

2%

2011

2012

Quarter ended September

Credit

36%

Debit

64%

Credit

38%

Debit

62%

19,808

13,263

20,532

13,573

Total

Transactions

Processed

Transactions

Fiscal Fourth Quarter 2012 Financial Results

9

Total Cards

in millions, except percentages

YOY

Change

10%

7%

2%

Note: From time to time, previously submitted card information may be updated.  Prior period updates are not material. Figures may not recalculate

exactly due to rounding. Percentage changes calculated based on whole numbers, not the rounded numbers presented.

2011

2012

766

1,137

1,903

781

1,251

2,032

Credit

Debit

Visa Inc.

Quarter ended June

Fiscal Fourth Quarter 2012 Financial Results

10

Revenue –

Q4 2012

US$ in millions, except percentages

YOY

Change

(2%)

15%

11%

Note:

Figures

may

not

recalculate

exactly

due

to

rounding.

Percentage

changes

calculated

based

on

whole

numbers,

not

the

rounded

numbers

presented.

FY12 % of

Gross Revenues

17%

83%

2,959

(576)

2,383

3,294

(563)

2,731

Gross Revenues

Incentives

Net Operating

Revenues

Fiscal 2011

Fiscal 2012

Fiscal Fourth Quarter 2012 Financial Results

11

Revenue Detail –

Q4 2012

US$ in millions, except percentages

Note: Figures may not recalculate exactly due to rounding. Percentage changes calculated based on whole numbers, not the rounded

numbers presented.

YOY

Change

15%

5%

14%

–%

Fiscal 2012

Fiscal 2011

International

Transaction

Revenues

Other Revenues

Data Processing

Revenues

Service

Revenues

1,105

925

758

171

1,264

1,062

796

172

Fiscal Fourth Quarter 2012 Financial Results

12

Operating Margin –

Q4 2012

US$ in millions, except percentages

YOY

Change

18%

12%

15%

(1 ppt)

Note:

Operating

margin

is

calculated

as

operating

income

divided

by

total

operating

revenues.

Figures

may

not

recalculate

exactly

due

to rounding. Percentage changes calculated based on whole numbers, not the rounded numbers presented.

Fiscal Fourth Quarter 2012 Financial Results

13

Operating Expenses –

Q4 2012

US$ in millions, except percentages

Note: Figures may not recalculate exactly due to rounding.  Percentage changes calculated based on whole numbers, not the rounded numbers presented.

YOY

Change

13%

17%

22%

39%

16%

4%

NM

Fiscal Fourth Quarter 2012 Financial Results

14

Other Financial Results

•

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

investment securities of $10.5 billion at the end of the fiscal year, which

includes $4.4 billion of restricted cash in the litigation escrow account

•

Free cash flow of $1.3 billion for the fiscal fourth quarter

•

Capital expenditures of $141 million during the fiscal fourth quarter

Fiscal Fourth Quarter 2012 Financial Results

15

Financial Metrics for Fiscal Year 2013

Adjusted annual operating margin

Marketing expenses

Client incentives as % of gross revenues

Annual net revenue growth

Low double

digits

18% to 18.5%

range

Under $1

billion

About 60%

Fiscal Fourth Quarter 2012 Financial Results

16

Financial Metrics for Fiscal Year 2013

Tax rate

Adjusted annual diluted class A common stock

earnings per share growth

Capital expenditures

Annual free cash flow

30% to 32%

range

High teens

$425 million to

$475 million

range

About $5

billion

Appendix

Reconciliation of

Non-GAAP Measures

Fiscal Fourth Quarter 2012 Financial Results

Reconciliation of Non-GAAP

Financial Results –

Q4 2012

US$ in millions, except per share data

During the fourth quarter of fiscal 2012, the IRS issued a revised Revenue Agent Report effectively withdrawing its

proposed adjustment, which would have disallowed the deduction of payments made in fiscal 2008 to settle the

American

Express

litigation.

As

a

result,

during

the

quarter,

we

reevaluated

and

reversed

all

previously

recorded

tax reserves and accrued interest associated with the deductibility of covered litigation expense (“reversal of tax

reserves”), which increased our net income by $627M for the quarter. These adjustments are non-recurring in

nature and are not indicative of our financial performance in the current or future periods. As such, we believe the

presentation of adjusted financial results excluding these amounts provides a clearer understanding of our

operating performance for the current period.

(1)

Figures may not recalculate exactly due to rounding. Diluted earnings per share figures are

calculated based on whole numbers, not the rounded numbers presented.

Note: There were no comparable adjustments in the three months ended September 30, 2011. As such, we do not present adjusted

results for that period.

Diluted earnings

per share

(1)

As reported

1,662

$                          

2.47

$                     

Reversal of tax reserves

(627)

$                            

(0.93)

Adjusted

1,035

$                          

1.54

$                     

Diluted weighted-average shares

outstanding

672

Three Months Ended  September 30, 2012

Net income attributable

to Visa Inc.

A1

Fiscal Fourth Quarter 2012 Financial Results

Reconciliation of Non-GAAP

Financial Results –

Full Year

Our financial results for fiscal 2012 and 2011 were impacted by the following special items:

•

Reversal

of

tax

reserves:

During

the

fourth

quarter

of

fiscal

2012,

we

reversed

all

previously

recorded

tax

reserves and

accrued interest associated with the deductibility of covered litigation expense, which increased our net income by $627 million for

the

fourth

quarter

of

fiscal

2012.

The

reversed

tax

reserves

included

$301

million

originally

recorded

in

the

third

quarter

of

fiscal

2012;

therefore, the full-year impact of this adjustment was only $326 million.

•

Litigation provision:

During the third quarter of fiscal 2012, we recorded a provision of $4.1 billion and related tax benefits associated

with

litigation

covered

by

the

retrospective

responsibility

plan

(the

“plan”).

•

Deferred tax adjustment:

During the second quarter of fiscal 2012, we recorded a one-time, non-cash benefit of $208 million resulting

from the remeasurement of our net deferred tax liabilities due to changes in the California state apportionment rules.

•

Revaluation

of

the

Visa

Europe

put

option:

During

the

third

quarter

of

fiscal

2011,

we

recorded

a

decrease

of

$122

million

in

the

fair

value

of

the

Visa

Europe

put

option,

which

resulted

in

the

recognition

of

non-cash,

non-operating

other

income.

We believe inclusion of these items is not indicative of our financial performance in the current or future periods, as amounts are either non-recurring,

have no cash impact or are covered by the plan. As such, we believe the presentation of our adjusted financial results provides a clearer understanding

of our operating performance for these periods.

(1)

Operating margin is calculated as operating income divided by total operating revenues.

(2)

Figures in the table may not recalculate exactly due to rounding. Diluted earnings per share figures are calculated based on whole numbers, not the rounded

numbers presented.

(3)

Non-cash, non-operating other income resulting form the revaluation of the Visa Europe put option is not subject to tax

2012

2011

2012

2011

2012

2011

2012

2011

As reported

$    8,282

$  3,732

21%

59%

2,144

$     

3,650

$      

3.16

$     

5.16

$       

Reversal of tax reserves

-

-

-

-

(326)

-

(0.48)

-

Litigation Provision

(4,098)

-

39%

-

2,593

-

3.82

-

Impact of deferred tax adjustment

-

-

-

-

(208)

-

(0.31)

-

Revaluation of Visa Europe put option

(3)

-

-

-

-

-

(122)

-

(0.17)

Adjusted

$    4,184

$  3,732

60%

59%

4,203

$     

3,528

$      

6.20

$     

4.99

$       

Diluted weighted-average shares

outstanding

678

707

Twelve Months Ended  September 30,

Diluted earnings per

share

(2)

Operating

Expenses

Operating Margin

(1)

Net income attributable to

Visa Inc.

A2

US$ in millions, except percentages and per share data

Fiscal Fourth Quarter 2012 Financial Results

Reconciliation of Non-GAAP

Financial Results –

Effective Tax Rate

Our effective income tax rate for fiscal 2012 was impacted by the aforementioned special items. We believe

inclusion of these special items in our effective income tax rate is not indicative of our financial performance in the

current or future periods, as amounts are either non-recurring, have no cash impact or are covered by the plan. As

such, we believe the presentation of our adjusted effective income tax rate provides a clearer understanding of our

operating performance for these periods.

Note: Effective income tax rate calculated based on whole numbers, not  the rounded numbers presented. There were no comparable

adjustments in the three and twelve months ended September 30, 2011. As such, we do not present adjusted results for those periods.

Income

Before

Income taxes

Income Tax

(Benefit)

Provision

Effective

Income

Tax Rate

Income

Before

Income taxes

Income Tax

Provision

Effective

Income Tax

Rate

As reported

1,588

$    

5%

2,207

$   

65

$      

3%

Reversal of tax reserves

(43)

584

(43)

283

Litigation provision

-

-

4,098

1,505

Impact of deferred tax adjustment

-

-

-

208

Adjusted

1,545

$    

510

$        

33%

6,262

$   

2,061

$  

33%

Twelve Months Ended

September 30, 2012

Three Months Ended

September 30, 2012

A3

(74)

$         

US$ in millions, except per share data

Fiscal Fourth Quarter 2012 Financial Results

Calculation of Free Cash Flow

US$ in millions

A4

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

Additions (+) /

Reductions (-) to

Net income

attributable to

Visa Inc.

Net income attributable to Visa Inc. (as reported)

1,662

2,144

Capital Assets

+

Depreciation and amortization

89

333

-

Capital expenditures

(141)

(376)

(52)

(43)

Litigation

+

Litigation provision

2

4,100

+

Accretion expense

-

1

-

Settlement payments

-

(140)

+

Settlement payments funded by litigation escrow

-

140

2

4,101

Share-based Compensation

+

Share-based compensation

35

147

Pension

+

Pension expense

12

48

-

Pension contribution

(88)

(88)

(76)

(40)

Taxes

+

Income tax (benefit) expense

(74)

65

-

Income taxes paid

(482)

(2,057)

(556)

(1,992)

Changes in Working Capital

(1)

+/-

Changes in other working capital accounts

257

515

Total Free Cash Flow

1,272

4,832

Three Months Ended

September 30, 2012

Twelve Months Ended

September 30, 2012