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): May 1, 2013

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 May 1, 2013, Visa Inc. (the “Company”) issued a press release announcing financial results for its fiscal second quarter ended March 31, 2013.

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 May 1, 2013, the Company will host a conference call to discuss its fiscal second quarter ended March 31, 2013 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 May 1, 2013.
99.2	Presentation of Visa Inc., dated May 1, 2013.

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: May 1, 2013	By:	/s/ Byron H. Pollitt
		Byron H. Pollitt Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Visa Inc., dated May 1, 2013.
99.2	Presentation of Visa Inc., dated May 1, 2013.

EX-99.1

Exhibit 99.1

Visa Inc. Reports Fiscal Second Quarter 2013 Net Income of $1.3 billion or $1.92 per diluted share

• Broad-based net revenue growth of 15%

• Company repurchased 12 million shares during the quarter, leaving $1.0 billion in remaining authorization

Foster City, CA, May 1, 2013 – Visa Inc. (NYSE: V) today announced financial results for the Company’s fiscal second quarter 2013 ended March 31, 2013. Net income for the quarter was $1.3 billion or $1.92 per share, an increase of 17% and 20%, respectively, over the prior year adjusted results. The prior year results were adjusted to exclude a one-time non-cash benefit of $208 million related to the remeasurement of net deferred tax liabilities taken in the fiscal second quarter of 2012.

On a GAAP basis, net income for the quarter decreased 2% and diluted earnings per share increased 1% over the prior year. All references to earnings per share assume fully-diluted class A share count unless otherwise noted. The Company’s adjusted quarterly net income per share of class A common stock is a non-GAAP financial measure that is reconciled to its most directly comparable GAAP measure in the accompanying financial tables.

Net operating revenue in the fiscal second quarter of 2013 was $3.0 billion, an increase of 15% over the prior year, driven by strong growth in service revenues, data processing revenues and international transaction revenues. There was no significant impact on current quarter results related to the strengthening or weakening of the U.S. dollar over the prior year.

“Visa’s strong financial and operational performance reflects continued momentum across our core business during the fiscal second quarter,” said Charlie Scharf, Chief Executive Officer. “To drive future transaction growth, we continue to invest in new technologies, channels and capabilities to make Visa transactions more valuable, accessible and secure. Looking ahead, we will continue to evolve our business practices to better support clients of all sizes.”

1

Fiscal Second Quarter 2013 Financial Highlights:

Payments volume growth, on a constant dollar basis, for the three months December 31, 2012, on which fiscal second quarter service revenue is recognized, was 9% over the prior year at $1.1 trillion.

Payments volume growth, on a constant dollar basis, for the three months ended March 31, 2013, was 9% over the prior year at $1.0 trillion.

Cross-border volume growth, on a constant dollar basis, was 10% for the three months ended March 31, 2013.

Total processed transactions, which represent transactions processed by VisaNet, for the three months ended March 31, 2013, were 13.9 billion, a 6% increase over the prior year.

Fiscal second quarter 2013 service revenues were $1.4 billion, an increase of 10% 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 25% over the prior year to $1.2 billion. International transaction revenues, which are driven by cross-border activity, grew 13% over the prior year to $831 million. Other revenues, which include the Visa Europe licensing fee, were $175 million, a 2% decrease over the prior year. Client incentives, which are a contra revenue item, were $567 million and represent 16% of gross revenues.

Total operating expenses were $1.1 billion for the quarter, a 13% increase over the prior year, primarily due to personnel, marketing and network and processing fees associated with investments in technology projects to support our global growth initiatives.

The effective tax rate was 32% for the quarter ended March 31, 2013.

Cash, cash equivalents, and available-for-sale investment securities were $5.6 billion at March 31, 2013.

The weighted-average number of diluted class A common stock outstanding was 660 million for the quarter ended March 31, 2013.

2

Notable Events:

During the three months ended March 31, 2013, the Company repurchased 12 million shares of class A common stock, at an average price of $157.24 per share, using $1.8 billion of cash on hand. The Company has $1.0 billion of remaining funds authorized by the board of directors available for share repurchase.

As announced on April 24, 2013 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 June 4, 2013, to all holders of record of the Company’s class A, class B and class C common stock as of May 17, 2013.

Financial Outlook:

Visa Inc. updates its financial outlook for the following metric for fiscal 2013:

• Client incentives as a percent of gross revenues: 16% to 17% range; and

• Adjusted annual diluted class A common stock earnings per share growth: Around 20%.

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

• Annual net revenue growth: Low double digits;

• Marketing expenses: Under $1 billion;

• Annual operating margin: About 60%;

• Tax rate: 30% to 32% range;

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

• Annual free cash flow: About $6 billion.

Fiscal Second Quarter 2013 Earnings Results Conference Call Details:

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

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About Visa

Visa Inc. 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 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 http://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 “outlook,” “will,” and similar references to the future. Examples of such forward-looking statements include, but are not limited to, statements we make about our revenue, earnings per share, incentive payments, expenses, operating margin, tax rate, capital expenditures, free cash flow, consumer credit and debit volume 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 affecting interchange reimbursement fees, antitrust and tax disputes; and

• our failure to satisfy the conditions necessary to make the multidistrict litigation settlement effective;

• economic factors, such as:

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

• the failure to raise the “debt ceiling” or to resolve the current sequestration in the United States;

• cross-border activity and currency exchange rates;

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

• other global economic, political and health conditions;

• 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;

4

• account data compromises 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 and liquidity needs 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; and

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

5

VISA INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	March 31, 2013			September 30, 2012
	(in millions, except par value data)
Assets
Cash and cash equivalents	$	1,377		$	2,074
Restricted cash - litigation escrow		49			4,432
Investment securities
Trading		72			66
Available-for-sale		1,270			677
Income tax receivable		1,163			179
Settlement receivable		488			454
Accounts receivable		802			723
Customer collateral		846			823
Current portion of client incentives		215			209
Deferred tax assets		421			2,027
Prepaid expenses and other current assets		211			122
Total current assets		6,914			11,786
Investment securities, available-for-sale		2,974			3,283
Client incentives		100			58
Property, equipment and technology, net		1,674			1,634
Other assets		331			151
Intangible assets, net		11,385			11,420
Goodwill		11,681			11,681
Total assets	$	35,059		$	40,013
Liabilities
Accounts payable	$	118		$	152
Settlement payable		722			719
Customer collateral		846			823
Accrued compensation and benefits		358			460
Client incentives		890			830
Accrued liabilities		599			584
Accrued litigation		6			4,386
Total current liabilities		3,539			7,954
Deferred tax liabilities		4,046			4,058
Other liabilities		579			371
Total liabilities		8,164			12,383
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 535 shares issued and outstanding at March 31, 2013, and September 30, 2012, respectively		—			—
Class B common stock, $0.0001 par value, 622 shares authorized, 245 shares issued and outstanding at March 31, 2013, and September 30, 2012		—			—
Class C common stock, $0.0001 par value, 1,097 shares authorized, 29 and 31 shares issued and outstanding at March 31, 2013, and September 30, 2012, respectively		—			—
Additional paid-in capital		19,305			19,992
Accumulated income		7,723			7,809
Accumulated other comprehensive income (loss), net
Investment securities, available-for-sale		35			3
Defined benefit pension and other postretirement plans		(183	)		(186	)
Derivative instruments classified as cash flow hedges		16			13
Foreign currency translation adjustments		(1	)		(1	)
Total accumulated other comprehensive loss, net		(133	)		(171	)
Total equity		26,895			27,630
Total liabilities and equity	$	35,059		$	40,013

6

VISA INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended March 31,						Six Months Ended March 31,
	2013			2012			2013			2012
	(in millions, except per share data)
Operating Revenues
Service revenues	$	1,369		$	1,241		$	2,669		$	2,392
Data processing revenues		1,150			922			2,265			1,873
International transaction revenues		831			733			1,636			1,481
Other revenues		175			179			354			357
Client incentives		(567	)		(497	)		(1,120	)		(978	)
Total operating revenues		2,958			2,578			5,804			5,125
Operating Expenses
Personnel		486			431			940			820
Marketing		195			170			388			360
Network and processing		119			103			229			201
Professional fees		91			82			179			152
Depreciation and amortization		98			80			190			160
General and administrative		108			106			214			208
Litigation provision		1			—			4			—
Total operating expenses		1,098			972			2,144			1,901
Operating income		1,860			1,606			3,660			3,224
Non-operating (expense) income		(3	)		3			(2	)		2
Income before income taxes		1,857			1,609			3,658			3,226
Income tax provision		587			317			1,095			907
Net income including non-controlling interest		1,270			1,292			2,563			2,319
Loss attributable to non-controlling interest		—			—			—			2
Net income attributable to Visa Inc.	$	1,270		$	1,292		$	2,563		$	2,321
Basic earnings per share
Class A common stock	$	1.93		$	1.92		$	3.87		$	3.41
Class B common stock	$	0.81		$	0.82		$	1.63		$	1.56
Class C common stock	$	1.93		$	1.92		$	3.87		$	3.41
Basic weighted-average shares outstanding
Class A common stock		524			524			528			522
Class B common stock		245			245			245			245
Class C common stock		28			42			29			44
Diluted earnings per share
Class A common stock	$	1.92		$	1.91		$	3.86		$	3.40
Class B common stock	$	0.81		$	0.81		$	1.62		$	1.55
Class C common stock	$	1.92		$	1.91		$	3.86		$	3.40
Diluted weighted-average shares outstanding
Class A common stock		660			676			665			683
Class B common stock		245			245			245			245
Class C common stock		28			42			29			44

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VISA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended March 31,
	2013			2012
	(in millions)
Operating Activities
Net income including non-controlling interest	$	2,563		$	2,319
Adjustments to reconcile net income including non-controlling interest to net cash provided by (used in) operating activities:
Amortization of client incentives		1,120			978
Share-based compensation		98			76
Excess tax benefit for share-based compensation		(56	)		(27	)
Depreciation and amortization of property, equipment, technology and intangible assets		190			160
Deferred income taxes		1,580			(200	)
Other		35			(36	)
Change in operating assets and liabilities:
Income tax receivable		(984	)		(30	)
Settlement receivable		(34	)		(96	)
Accounts receivable		(79	)		(95	)
Client incentives		(1,108	)		(724	)
Other assets		(327	)		(2	)
Accounts payable		(15	)		(94	)
Settlement payable		3			253
Accrued and other liabilities		218			41
Accrued litigation		(4,384	)		(140	)
Net cash (used in) provided by operating activities		(1,180	)		2,383
Investing Activities
Purchases of property, equipment, technology and intangible assets		(211	)		(162	)
Proceeds from disposal of property, equipment and technology		—			2
Investment securities, available-for-sale:
Purchases		(1,854	)		(2,140	)
Proceeds from sales and maturities		1,616			1,530
Net cash used in investing activities		(449	)		(770	)
Financing Activities
Repurchase of class A common stock		(3,073	)		(75	)
Dividends paid		(437	)		(300	)
Deposits into litigation escrow account—retrospective responsibility plan		—			(1,565	)
Payments from litigation escrow account—retrospective responsibility plan		4,383			140
Cash proceeds from exercise of stock options		84			77
Restricted stock and performance shares settled in cash for taxes		(64	)		—
Excess tax benefit for share-based compensation		56			27
Payment for earn-out related to PlaySpan acquisition		(12	)		—
Principal payments on capital lease obligations		(5	)		(6	)
Net cash provided by (used in) financing activities		932			(1,702	)
Effect of exchange rate changes on cash and cash equivalents		—			4
Decrease in cash and cash equivalents		(697	)		(85	)
Cash and cash equivalents at beginning of year		2,074			2,127
Cash and cash equivalents at end of period	$	1,377		$	2,042
Supplemental Disclosure of Cash Flow Information
Income taxes paid, net of refunds	$	421		$	1,071
Amounts included in accounts payable and accrued and other liabilities related to purchases of property, equipment, technology and intangible assets	$	41		$	52

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VISA INC.

FISCAL 2013 AND 2012 QUARTERLY RESULTS OF OPERATIONS

(UNAUDITED)

	Fiscal 2013 Quarter Ended						Fiscal 2012 Quarter Ended
	March 31, 2013			December 31, 2012			September 30, 2012			June 30, 2012			March 31, 2012
	(in millions)
Operating Revenues
Service revenues	$	1,369		$	1,300		$	1,264		$	1,216		$	1,241
Data processing revenues		1,150			1,115			1,062			1,040			922
International transaction revenues		831			805			796			748			733
Other revenues		175			179			172			175			179
Client incentives		(567	)		(553	)		(563	)		(614	)		(497	)
Total operating revenues		2,958			2,846			2,731			2,565			2,578
Operating Expenses
Personnel		486			454			471			435			431
Marketing		195			193			271			242			170
Network and processing		119			110			111			102			103
Professional fees		91			88			134			99			82
Depreciation and amortization		98			92			89			84			80
General and administrative		108			106			131			112			106
Litigation provision		1			3			2			4,098			—
Total operating expenses		1,098			1,046			1,209			5,172			972
Operating income (loss)		1,860			1,800			1,522			(2,607	)		1,606
Non-operating (expense) income		(3	)		1			66			—			3
Income (loss) before income taxes		1,857			1,801			1,588			(2,607	)		1,609
Income tax provision (benefit)		587			508			(74	)		(768	)		317
Net income (loss) attributable to Visa Inc.	$	1,270		$	1,293		$	1,662		$	(1,839	)	$	1,292

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VISA INC.

Reconciliation of Non-GAAP Financial Results

US$ in millions, except percentages and per share data

Our reported financial results for the three months ended March 31, 2012 benefited from a one-time non-cash adjustment of $208 million related to the remeasurement of our net deferred tax liabilities (“deferred tax adjustment”), which was recorded in our income tax provision during that period. We believe the presentation of adjusted net income and adjusted diluted earnings per share for the three months ended March 31, 2012, excluding the $208 million benefit, provides a clearer understanding of our operating performance in that period. The following table presents our financial results for the three months ended March 31, 2013, as compared to our adjusted financial results for the three months ended March 31, 2012.

	Net income attributable to Visa Inc.						Fully-diluted earnings per  share(1)
	Three Months Ended March 31,						Three Months Ended March 31,
	2013		2012			% Change	2013		2012			% Change
As reported	$	1,270	$	1,292		(2)%	$	1.92	$	1.91		1%
Impact of deferred tax adjustment		—		(208	)			—		(0.31	)
Adjusted	$	1,270	$	1,084		17%	$	1.92	$	1.60		20%
Weighted-average number of diluted shares outstanding (as reported)								660		676

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

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Operational Performance Data

The tables below provide information regarding the available operational results for the 3 months ended March 31, 2013, as well as the prior four quarterly reporting periods and the 12 months ended March 31, 2013 and 2012, 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 March 31, 2013
	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	$	449		10.0	%		12.1	%	$	296		10.1	%		13.0	%		3,122	$	153		9.9	%		10.5	%		770
Canada		56		0.9	%		1.1	%		52		1.8	%		2.0	%		491		5		-8.8	%		-8.6	%		10
CEMEA		242		14.6	%		16.7	%		50		24.9	%		28.4	%		931		192		12.2	%		14.0	%		1,062
LAC		223		-11.0	%		-4.4	%		98		9.5	%		19.2	%		2,234		125		-22.5	%		-17.3	%		804
US		636		3.4	%		3.4	%		529		4.1	%		4.1	%		10,364		107		-0.3	%		-0.3	%		830
Visa Inc.		1,607		4.2	%		6.2	%		1,025		7.1	%		8.8	%		17,144		581		-0.4	%		2.0	%		3,476
Visa Credit Programs
US	$	255		9.2	%		9.2	%	$	244		9.1	%		9.1	%		2,841	$	12		12.6	%		12.6	%		15
Rest of World		442		7.4	%		10.8	%		395		8.2	%		11.9	%		4,587		47		1.7	%		2.1	%		179
Visa Inc.		697		8.1	%		10.2	%		638		8.5	%		10.8	%		7,429		59		3.7	%		4.0	%		193
Visa Debit Programs
US	$	381		-0.2	%		-0.2	%	$	285		0.3	%		0.3	%		7,523	$	96		-1.6	%		-1.6	%		815
Rest of World		529		2.7	%		6.2	%		102		19.7	%		24.4	%		2,192		427		-0.6	%		2.6	%		2,467
Visa Inc.		910		1.5	%		3.4	%		387		4.7	%		5.7	%		9,715		523		-0.8	%		1.8	%		3,282
	For the 3 Months Ended December 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	$	459		12.1	%		11.7	%	$	313		13.5	%		12.6	%		3,264	$	145		9.2	%		9.7	%		755		570		670
Canada		67		10.4	%		6.6	%		62		11.1	%		7.3	%		561		5		2.1	%		-1.4	%		11		28		38
CEMEA		261		18.3	%		19.8	%		51		29.8	%		32.3	%		917		211		15.8	%		17.1	%		1,148		273		272
LAC		255		-3.0	%		4.5	%		103		10.7	%		20.7	%		2,355		152		-10.6	%		-4.2	%		938		402		431
US		654		2.9	%		2.9	%		545		3.0	%		3.0	%		10,636		109		2.6	%		2.6	%		863		548		716
Visa Inc.		1,695		6.7	%		7.9	%		1,074		8.1	%		8.6	%		17,734		621		4.4	%		6.8	%		3,713		1,822		2,128
Visa Credit Programs
US	$	274		10.5	%		10.5	%	$	262		10.8	%		10.8	%		3,130	$	12		4.5	%		4.5	%		16		217		277
Rest of World		477		10.8	%		11.0	%		424		12.0	%		12.4	%		4,843		52		2.3	%		0.9	%		196		460		518
Visa Inc.		751		10.7	%		10.8	%		687		11.5	%		11.8	%		7,974		64		2.7	%		1.6	%		212		677		795
Visa Debit Programs
US	$	379		-2.0	%		-2.0	%	$	282		-3.4	%		-3.4	%		7,506	$	97		2.3	%		2.3	%		847		331		439
Rest of World		564		8.0	%		11.6	%		105		22.9	%		27.2	%		2,254		460		5.1	%		8.6	%		2,655		813		893
Visa Inc.		944		3.7	%		5.7	%		387		2.6	%		3.3	%		9,760		557		4.6	%		7.5	%		3,502		1,145		1,333

11

Operational Performance 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)		Accounts (millions)		Cards (millions)
All Visa Credit & Debit
Asia Pacific	$	429		6.7	%		9.2	%	$	290		6.5	%		8.2	%		3,115	$	139		7.3	%		11.5	%		693		558		659
Canada		62		2.3	%		3.7	%		57		2.8	%		4.3	%		528		5		-3.7	%		-2.3	%		11		27		35
CEMEA		238		11.9	%		18.9	%		47		27.0	%		35.6	%		805		191		8.8	%		15.4	%		1,070		264		265
LAC		239		-4.1	%		9.8	%		92		3.5	%		19.8	%		2,165		147		-8.3	%		4.2	%		909		395		424
US		631		0.8	%		0.8	%		521		0.9	%		0.9	%		10,335		110		0.6	%		0.6	%		886		535		698
Visa Inc.		1,599		3.2	%		6.9	%		1,008		3.8	%		5.9	%		16,947		591		2.1	%		8.5	%		3,569		1,778		2,081
Visa Credit Programs
US	$	261		8.2	%		8.2	%	$	250		9.2	%		9.2	%		2,977	$	11		-10.1	%		-10.1	%		16		213		273
Rest of World		441		4.9	%		8.9	%		392		6.2	%		10.1	%		4,593		49		-3.9	%		0.1	%		190		455		515
Visa Inc.		703		6.1	%		8.6	%		642		7.3	%		9.8	%		7,570		61		-5.1	%		-2.0	%		206		669		788
Visa Debit Programs
US	$	370		-3.8	%		-3.8	%	$	272		-5.8	%		-5.8	%		7,358	$	98		2.0	%		2.0	%		870		322		426
Rest of World		526		4.6	%		13.2	%		95		11.4	%		20.2	%		2,019		432		3.2	%		11.8	%		2,493		788		868
Visa Inc.		896		0.9	%		5.5	%		366		-1.8	%		-0.2	%		9,376		530		3.0	%		9.9	%		3,364		1,110		1,293
	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		-0.6	%		-0.6	%		513		-1.1	%		-1.1	%		10,024		107		1.5	%		1.5	%		861		524		682
Visa Inc.		1,570		3.9	%		8.1	%		978		3.9	%		6.2	%		16,344		592		3.9	%		11.5	%		3,572		1,726		2,032
Visa Credit Programs
US	$	256		9.2	%		9.2	%	$	246		9.7	%		9.7	%		2,887	$	11		-0.4	%		-0.4	%		15		209		265
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	%		7,324		59		-4.7	%		-0.1	%		207		660		776
Visa Debit Programs
US	$	363		-6.6	%		-6.6	%	$	267		-9.3	%		-9.3	%		7,137	$	96		1.7	%		1.7	%		846		315		417
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		-3.9	%		-2.2	%		9,020		533		5.0	%		13.0	%		3,364		1,067		1,256
	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	%		14.0	%	$	269		16.6	%		14.1	%		2,874	$	139		14.7	%		13.9	%		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	%		24.2	%		40		33.3	%		40.3	%		665		171		16.1	%		20.9	%		1,015		250		251
LAC		251		13.2	%		18.6	%		90		16.9	%		22.8	%		2,016		161		11.2	%		16.4	%		953		391		420
US		616		7.0	%		7.0	%		508		6.5	%		6.5	%		10,119		108		9.3	%		9.3	%		880		521		676
Visa Inc.		1,541		11.8	%		12.7	%		958		11.1	%		11.1	%		16,138		584		13.0	%		15.6	%		3,495		1,716		2,009
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	%		12.8	%		365		14.9	%		14.4	%		4,229		47		0.8	%		1.9	%		182		453		513
Visa Inc.		645		12.6	%		12.4	%		588		13.8	%		13.5	%		6,828		57		1.6	%		2.6	%		197		658		778
Visa Debit Programs
US	$	382		4.2	%		4.2	%	$	284		2.4	%		2.4	%		7,520	$	97		9.7	%		9.7	%		865		315		410
Rest of World		515		17.1	%		20.7	%		85		26.0	%		29.7	%		1,790		429		15.5	%		19.1	%		2,433		742		820
Visa Inc.		897		11.2	%		12.9	%		370		7.0	%		7.5	%		9,310		527		14.4	%		17.2	%		3,299		1,058		1,231

12

Operational Performance Data

	For the 12 Months Ended March 31, 2013
	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	$	1,749		9.4	%		11.1	%	$	1,176		10.4	%		11.7	%		12,504	$	573		7.6	%		9.8	%		2,868
Canada		246		3.9	%		4.5	%		227		4.5	%		5.1	%		2,093		20		-2.4	%		-1.8	%		43
CEMEA		975		14.8	%		19.6	%		193		27.5	%		33.6	%		3,404		782		12.1	%		16.7	%		4,368
LAC		961		-4.6	%		6.0	%		382		6.8	%		19.9	%		8,809		578		-10.9	%		-1.5	%		3,612
US		2,540		1.6	%		1.6	%		2,107		1.7	%		1.7	%		41,359		433		1.1	%		1.1	%		3,440
Visa Inc.		6,471		4.5	%		7.3	%		4,085		5.7	%		7.4	%		68,169		2,386		2.5	%		7.1	%		14,330
Visa Credit Programs
US	$	1,047		9.3	%		9.3	%	$	1,001		9.7	%		9.7	%		11,835	$	46		1.1	%		1.1	%		62
Rest of World		1,787		7.5	%		10.5	%		1,588		8.7	%		11.8	%		18,461		198		-1.5	%		0.8	%		756
Visa Inc.		2,833		8.2	%		10.0	%		2,590		9.1	%		11.0	%		30,297		244		-1.0	%		0.8	%		818
Visa Debit Programs
US	$	1,493		-3.2	%		-3.2	%	$	1,106		-4.6	%		-4.6	%		29,523	$	387		1.1	%		1.1	%		3,378
Rest of World		2,144		5.7	%		12.0	%		389		17.8	%		24.9	%		8,349		1,755		3.3	%		9.5	%		10,134
Visa Inc.		3,638		1.9	%		5.2	%		1,495		0.4	%		1.7	%		37,872		2,142		2.9	%		7.9	%		13,512
	For the 12 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	$	1,598		18.5	%		13.2	%	$	1,066		21.0	%		14.6	%		11,469	$	533		13.8	%		10.4	%		2,483		530		631
Canada		237		9.7	%		7.4	%		217		10.0	%		7.7	%		1,924		20		6.6	%		4.3	%		41		24		32
CEMEA		849		24.9	%		25.8	%		151		35.3	%		37.4	%		2,409		698		22.9	%		23.5	%		4,071		250		251
LAC		1,007		19.4	%		19.2	%		358		23.8	%		23.7	%		7,807		649		17.2	%		16.9	%		3,792		391		420
US		2,500		8.4	%		8.4	%		2,072		8.3	%		8.3	%		41,640		428		8.8	%		8.8	%		3,568		521		676
Visa Inc.		6,191		14.8	%		13.3	%		3,863		13.9	%		12.0	%		65,248		2,328		16.2	%		15.4	%		13,954		1,716		2,009
Visa Credit Programs
US	$	958		10.5	%		10.5	%	$	913		10.5	%		10.5	%		10,643	$	45		11.1	%		11.1	%		65		205		265
Rest of World		1,662		18.4	%		13.9	%		1,461		19.3	%		14.6	%		16,855		201		12.4	%		9.4	%		732		453		513
Visa Inc.		2,620		15.4	%		12.6	%		2,374		15.7	%		12.9	%		27,498		246		12.1	%		9.7	%		797		658		778
Visa Debit Programs
US	$	1,542		7.1	%		7.1	%	$	1,159		6.6	%		6.6	%		30,997	$	383		8.5	%		8.5	%		3,503		315		410
Rest of World		2,029		20.5	%		19.7	%		331		30.0	%		28.6	%		6,753		1,699		18.8	%		18.1	%		9,654		742		820
Visa Inc.		3,571		14.3	%		13.7	%		1,490		11.1	%		10.6	%		37,750		2,082		16.8	%		16.1	%		13,157		1,058		1,231

13

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.

14

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
Mar 31, 2013		10	%		10	%
Dec 31, 2012		11	%		11	%
Sep 30, 2012		7	%		10	%
Jun 30, 2012		10	%		14	%
Mar 31, 2012		15	%		16	%
12 Months Ended
Mar 31, 2013		9	%		11	%
Mar 31, 2012		16	%		15	%

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
Mar 31, 2013		13,850		6	%
Dec 31, 2012		14,159		4	%
Sep 30, 2012		13,573		2	%
Jun 30, 2012		13,113		1	%
Mar 31, 2012		13,038		8	%
12 Months Ended
Mar 31, 2013		54,695		3	%
Mar 31, 2012		52,939		9	%

15

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
Mar 31, 2013		1,608		25	%
Dec 31, 2012		1,581		28	%
Sep 30, 2012		1,363		25	%
Jun 30, 2012		1,303		25	%
Mar 31, 2012		1,281		26	%
12 Months Ended
Mar 31, 2013		5,854		26	%
Mar 31, 2012		4,649		29	%

16

EX-99.2

Visa Inc.

Fiscal Second Quarter

Financial Results

May 1, 2013

Exhibit 99.2

Fiscal Second Quarter 2013 Financial Results

2

Forward-Looking Statements

•

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 affecting interchange reimbursement fees, antitrust and tax and

•

our failure to make our multidistrict interchange litigation settlement effective;

•

economic factors, such as:

•

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

•

a failure to raise the “debt ceiling”

or to resolve the current sequestration in the United States;

•

cross-border activity and currency exchange rates;

•

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

•

other global economic, political and health conditions;

•

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 compromises 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;

•

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.

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 revenues, client incentives, expenses,

operating margin, tax rate, earnings per share, capital expenditures, free cash flow, consumer credit and debit volume 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:

failure

to

integrate

acquisitions

successfully

or

to

effectively

launch

new

products

and

businesses;

and

Fiscal Second Quarter 2013 Financial Results

3

Solid Fiscal Second Quarter Results

•

Strong operating revenues of $3.0 billion, up 15% over prior year

•

Quarterly net income of $1.3 billion and diluted earnings per share of

$1.92, up 17% and 20%, respectively, over prior year adjusted results

•

Continued positive secular trends and spending momentum contributed

to growth in key underlying business drivers

•

Repurchased 12 million shares of class A common stock in the open

market at an average price of $157.24 per share, using $1.8 billion of

cash on hand

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

Payments Volume

US$ in billions, nominal, except percentages

Note: Figures may not recalculate exactly due to rounding. Percentage changes are 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 December

YOY Change

(nominal)

12%

3%

8%

YOY Change

(constant)

9%

12%

3%

U.S.

529

ROW

464

U.S.

545

ROW

529

U.S.

237

ROW

379

U.S.

262

ROW

424

U.S.

282

ROW 105

U.S.

292

ROW 85

993

616

377

1,074

687

387

2011

2012

Total Visa Inc.

Credit

Debit

Fiscal Second Quarter 2013 Financial Results

4

Rest of World

ROW =

Payments Volume

US$ in billions, nominal, except percentages

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 are calculated based on whole numbers, not the rounded numbers

presented.

Quarter ended March

YOY Change

(constant)

9%

11%

6%

YOY Change

(nominal)

9%

5%

7%

958

588

370

1,025

638

387

Total Visa Inc.

Credit

Debit

2012

2013

U.S.

508

ROW

450

U.S.

223

ROW

365

U.S.

284

U.S.

529

ROW

497

U.S.

244

ROW

395

ROW 102

U.S.

285

Fiscal Second Quarter 2013 Financial Results

5

ROW 85

Rest of World

ROW =

Payments Volume

US$ in billions, nominal, except percentages

Note: Figures may not recalculate exactly due to rounding. Percentage changes are 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 December

2011

2012

YOY Change

(nominal)

13%

11%

3%

11%

30%

YOY Change

(constant)

3%

13%

7%

21%

32%

Fiscal Second Quarter 2013 Financial Results

6

529

276

93

56

39

545

313

103

62

51

United States

Asia Pacific

Latin America and

Caribbean

Canada

Central and Eastern

Europe, Middle

East and Africa

Payments Volume

US$ in billions, nominal, except percentages

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 are calculated based on whole numbers, not the rounded numbers

presented.

Quarter ended March

2012

2013

YOY Change

(nominal)

10%

2%

4%

9%

25%

YOY Change

(constant)

13%

2%

4%

19%

28%

Fiscal Second Quarter 2013 Financial Results

7

508

269

90

51

40

529

296

98

52

50

United States

Asia Pacific

Latin America and

Caribbean

Canada

Central and

Eastern Europe,

Middle East and

Africa

Fiscal Second Quarter 2013 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 are calculated

based on whole numbers, not the rounded numbers presented.

YOY

Change

5%

6%

2012

2013

Quarter ended March

19,633

13,038

20,620

13,850

Credit

36%

Debit

64%

Credit

37%

Debit

63%

Processed

Transactions

Total

Transactions

Fiscal Second Quarter 2013 Financial Results

9

Total Cards

in millions, except percentages

YOY

Change

12%

8%

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

are

calculated

based

on

whole

numbers,

not

the

rounded

numbers

presented.

Quarter ended December

2011

2012

779

1,195

1,974

795

1,333

2,128

Credit

Debit

Visa Inc.

Fiscal Second Quarter 2013 Financial Results

10

Revenue –

Q2 2013

US$ in millions, except percentages

YOY

Change

14%

15%

15%

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

numbers presented.

FY13 % of

Gross Revenues

16%

84%

3,075

(497)

2,578

3,525

(567)

2,958

Gross Revenues

Incentives

Net Operating

Revenues

Fiscal 2012

Fiscal 2013

Fiscal Second Quarter 2013 Financial Results

11

Revenue Detail –

Q2 2013

US$ in millions, except percentages

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

numbers presented.

YOY

Change

25%

13%

10%

(2)%

Fiscal 2012

Fiscal 2013

1,241

922

733

179

1,369

1,150

831

175

Service

Revenues

Data Processing

Revenues

International

Transaction

Revenues

Other Revenues

Fiscal Second Quarter 2013 Financial Results

12

Operating Margin –

Q2 2013

US$ in millions, except percentages

Note: Operating

margin

is

calculated

as

operating

income

divided

by

total

operating

revenues.

Figures

may

not

recalculate

exactly

due

to

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

YOY

Change

13%

16%

15%

1 ppt

Fiscal 2012

Fiscal 2013

2,578

972

1,606

62%

2,958

1,098

1,860

63%

Net Operating

Revenues

Total Operating

Expenses

Operating

Income

Operating

Margin

Fiscal Second Quarter 2013 Financial Results

13

Operating Expenses –

Q2 2013

US$ in millions, except percentages

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

presented.

YOY

Change

16%

11%

13%

2%

21%

15%

NM

Fiscal 2012

Fiscal 2013

431

170

103

82

80

106

0

486

195

119

91

98

108

1

Personnel

Marketing

Network &

Processing

Professional

Fees

Depreciation &

Amortization

General &

Administrative

Litigation

Provision

Fiscal Second Quarter 2013 Financial Results

14

Other Financial Results

•

Cash, cash equivalents and available-for-sale investment securities

of $5.6 billion at the end of the fiscal second quarter

•

Free cash flow of $1.5 billion for the fiscal second quarter

•

Capital expenditures of $111 million during the fiscal second

quarter

Fiscal Second Quarter 2013 Financial Results

15

Under $1

billion

Marketing expenses

Financial Metrics for Fiscal Year 2013

Annual operating margin

About 60%

16% to 17%

range

Client incentives as % of gross revenues

Low double

digits

Annual net revenue growth

Fiscal Second Quarter 2013 Financial Results

16

$425 million to

$475 million

range

Capital expenditures

Financial Metrics for Fiscal Year 2013

Annual free cash flow

About $6

billion

Around 20%

Adjusted annual diluted class A common stock

earnings per share growth

Tax rate

30% to 32%

range

Appendix

Fiscal Second Quarter 2013 Financial Results

Reconciliation of Non-GAAP

Financial Results

US$ in millions, except percentages and per share data

Our reported financial results for the three months ended March 31, 2012 benefited from a one-time non-cash

adjustment of $208 million related to the remeasurement of our net deferred tax liabilities (“deferred tax

adjustment”), which was recorded in our income tax provision during that period. We believe the presentation of

adjusted net income and adjusted diluted earnings per share for the three months ended March 31, 2012, excluding

the $208 million benefit, provides a clearer understanding of our operating performance in that period. The following

table presents our financial results for the three months ended March 31, 2013, as compared to our adjusted

financial results for the three months ended March 31, 2012.

(1)

Figures in the table may not recalculate exactly due to rounding. Earnings per share is calculated based on whole numbers, not

the rounded numbers presented.

c

2013

2012

% Change

2013

2012

% Change

As reported

1,270

$      

1,292

$      

(2)%

1.92

$        

1.91

$        

1%

Impact of deferred tax adjustment

—

(208)

—

(0.31)

Adjusted

1,270

$      

1,084

$      

17%

1.92

$        

1.60

$        

20%

Weighted-average number of diluted

shares outstanding (as reported)

660

676

Net income attributable to Visa Inc.

Fully-diluted earnings per share

Three Months Ended March 31,

Three Months Ended March 31,

A1

(1)

Fiscal Second Quarter 2013 Financial Results

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)

1,270

2,563

Capital Assets

+

Depreciation and amortization

98

190

-

Capital expenditures

(111)

(211)

(13)

(21)

  Litigation

+

Litigation provision

1

4

-

Settlement payments

-

(4,384)

+

Settlement payments funded by litigation escrow

-

4,383

1

3

Share-based Compensation

+

Share-based compensation

50

98

Pension

+

Pension expense

10

17

-

Pension contribution

-

-

10

17

Taxes

+

Income tax provision

587

1,095

-

Income taxes paid

(376)

(421)

211

674

Changes in Working Capital 

(1)

+/-

Changes in other working capital accounts

8

(247)

Total Free Cash Flow

1,537

3,087

Three Months Ended

March 31, 2013

Six Months Ended

March 31, 2013

A2

(1) 

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

Chase Merchant Services (CMS)

•

10 year renewable partnership

•

Creating a distinct custom platform within VisaNet for the processing of Chase Merchant

Services (CMS) transactions; This image of Visa’s authorization clearing and settlement

system will be licensed to Chase and exclusively for their use

•

Chase transactions will be processed in one of two ways:

•

Just as they are today

•

If Chase has a direct agreement with a merchant for CMS, Chase issued Visa

branded transactions will be processed over the platform provided for CMS

•

Visa branding on cards and at the point of sale remains the same

•

The CMS platform is customizable, but the transactions will continue to meet Visa’s

safety, security and soundness standards

•

Visa retains ownership and control of its technology and intellectual property associated

with VisaNet

•

Other important facts:

•

Chase,

like

any

issuer

today,

can

negotiate

interchange

directly

with

merchants,

whether the transaction is processed through CMS or VisaNet

•

Pricing levels and mechanics consistent with what would be available to clients of

Chase’s size and scope who are making a 10 year commitment

•

Visa will gain additional consumer credit and debit volume

Fiscal Second Quarter 2013 Financial Results

A3