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): April 24, 2014

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: (650) 432-3200

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 April 24, 2014, Visa Inc. (the “Company”) issued a press release announcing financial results for its fiscal second quarter ended March 31, 2014.

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 April 24, 2014, the Company will host a conference call to discuss its fiscal second quarter ended March 31, 2014 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 April 24, 2014

      99.2 Presentation of Visa Inc., dated April 24, 2014

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: April 24, 2014
	By:	/s/ Byron H. Pollitt
		Byron H. Pollitt Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Visa Inc., dated April 24, 2014
99.2	Presentation of Visa Inc., dated April 24, 2014

EX-99.1

Exhibit 99.1

Visa Inc. Reports Fiscal Second Quarter 2014 Net Income of $1.6 billion or $2.52 per Diluted Share

Foster City, CA, April 24, 2014 – Visa Inc. (NYSE: V) today announced financial results for the Company’s fiscal second quarter 2014. Net income for the quarter was $1.6 billion, an increase of 26% over the prior year, or $2.52 per share, an increase of 31% over the prior year. These results include a tax benefit of $218 million of which $201 million relates to prior periods. Excluding the prior periods’ impact, earnings per share was $2.20, an increase of 15% over the prior year. All references to earnings per share assume fully-diluted class A share count unless otherwise noted.

Net operating revenue in the fiscal second quarter of 2014 was $3.2 billion, an increase of 7% nominally or 9% on a constant dollar basis over the prior year, driven by solid growth in service revenues, data processing revenues and international transaction revenues. The strengthening of the U.S. dollar impacted net operating revenues by 2 percentage points of negative growth during the quarter.

“Our underlying business drivers remained strong during the fiscal second quarter with payments volume continuing to grow at solid levels,” said Charlie Scharf, Chief Executive Officer of Visa Inc. “As expected, softer net revenue growth was impacted by a strengthening U.S. dollar and difficult year-over-year comparisons due to non-recurring items. We expect this impact to be slightly more pronounced next quarter before rebounding in our fiscal fourth quarter, which will be more reflective of the fundamental strength of the business model. We continue to make substantial investments in products and services that will drive our future growth, while enhancing our financial institution and merchant client relationships.”

Fiscal Second Quarter 2014 Financial Highlights:

Payments volume growth, on a constant dollar basis, for the three months ended December 31, 2013, on which fiscal second quarter service revenue is recognized, was 12% over the prior year at $1.2 trillion.

Payments volume growth, on a constant dollar basis, for the three months ended March 31, 2014, was 12% over the prior year at $1.1 trillion.

Cross-border volume growth, on a constant dollar basis, was 8% for the three months ended March 31, 2014.

Total processed transactions, which represent transactions processed by VisaNet, for the three months ended March 31, 2014, were 15.4 billion, an 11% increase over the prior year.

Fiscal second quarter 2014 service revenues were $1.5 billion, an increase of 7% over 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 7% over the prior year to $1.2 billion. International transaction revenues, which are driven by cross-border volume, grew 5% over the prior year to $871 million. Other revenues, which include the Visa Europe licensing fee, were $183 million, an increase of 5% over the prior year. Client incentives, which are a contra revenue item, were $587 million and represent 15.6% of gross revenues.

Total operating expenses were $1.1 billion for the quarter, a 2% increase over the prior year, primarily due to an increase in marketing spend to support the 2014 Sochi Winter Olympics and 2014 World Cup campaigns, offset by a reduction in personnel and professional fees.

The effective tax rate was 22.5% for the quarter ended March 31, 2014. This rate was positively impacted by a $218 million tax benefit recognized during the quarter related to a deduction for U.S. domestic production activities. This benefit was fully contemplated in the Company’s earnings per share guidance for fiscal full-year 2014.

Cash, cash equivalents, and available-for-sale investment securities were $6.5 billion at March 31, 2014.

The weighted-average number of diluted shares of class A common stock outstanding was 634 million for the quarter ended March 31, 2014.

Notable Events:

During the three months ended March 31, 2014, the Company repurchased 5.1 million shares of class A common stock, at an average price of $217.61 per share, using $1.1 billion of cash on hand. At March 31, 2014, the Company had $3.0 billion of remaining funds, authorized by the board of directors, available for share repurchase under the current program.

On April 23, 2014, the board of directors declared a quarterly cash dividend of $0.40 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 3, 2014, to all holders of record of the Company’s class A, class B and class C common stock as of May 16, 2014.

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Financial Outlook:

Visa Inc. updates its financial outlook for the following metrics for fiscal full-year 2014:

• Annual net revenue growth: Low double-digit constant revenue growth in the 10-11% range, with an expectation of two percentage points of negative foreign currency impact; and

• Annual operating margin: Low to mid 60s.

Visa Inc. affirms its financial outlook for the following metrics for fiscal full-year 2014:

• Client incentives as a percent of gross revenues: 16.5% to 17.5% range;

• Annual diluted class A common stock earnings per share growth: Mid to high teens; and

• Annual free cash flow: About $5 billion.

Visa Inc. provides its financial outlook for the following metric for fiscal full-year 2014:

• Tax rate: Approaching 30%.

Fiscal Second Quarter 2014 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 47,000 transaction messages a second, with fraud protection for consumers and assured 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 usa.visa.com/about-visa, visacorporate.tumblr.com and @VisaNews.

Forward-Looking Statements:

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are identified by words such as “believes,” “estimates,” “expects,” “intends,” “may,” “projects,” “could,” “should,” “will,” “will continue” and other similar expressions. Examples of forward-looking statements include, but are not limited to, statements we make about our revenue, client incentives, operating margin, earnings per share, free cash flow, tax rate and the growth of those items.

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By their nature, forward-looking statements: (i) speak only as of the date they are made; (ii) are not statements of historical fact or guarantees of future performance; and (iii) are subject to risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify. Therefore, actual results could differ materially and adversely from our forward-looking statements due to a variety of factors, including the following:

• the impact of laws, regulations and marketplace barriers, including:

• rules capping debit interchange reimbursement rates and expanding financial institutions’ and merchants’ choices among debit payment networks promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act;

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

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

• increased regulation on consumer privacy, data use and security;

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

• new lawsuits, investigations or proceedings, or changes to our potential exposure in connection with pending lawsuits, investigations or proceedings;

• economic factors, such as:

• economic fragility in the Eurozone and in the United States;

• general economic, political and social conditions in mature and emerging markets globally;

• material changes in cross-border activity, foreign exchange controls and fluctuations in currency exchange rates; and

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

• industry developments, such as competitive pressure, rapid technological developments, and disintermediation from our payments network;

• 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 Visa-branded cards or payment products; and

• failure to maintain systems interoperability with Visa Europe;

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

• the loss of organizational effectiveness or key employees;

• the failure to integrate acquisitions successfully or to effectively develop new products and businesses;

• natural disasters, terrorist attacks, military or political conflicts, and public health emergencies; and

various other factors, including those contained in our Annual Report on Form 10–K for the year ended September 30, 2013 and our other filings with the U.S. Securities and Exchange Commission. You should not place undue reliance on such statements. Except as required by law, we do not intend to update or revise any forward–looking statements as a result of new information, future developments or otherwise.

Contacts:

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

Media Relations: Paul Cohen, 650-432-2990, globalmedia@visa.com

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VISA INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	March 31, 2014			September 30, 2013
	(in millions, except par value data)
Assets
Cash and cash equivalents	$	1,820		$	2,186
Restricted cash—litigation escrow		1,105			49
Investment securities:
Trading		82			75
Available-for-sale		1,592			1,994
Income tax receivable		33			142
Settlement receivable		752			799
Accounts receivable		832			761
Customer collateral		923			866
Current portion of client incentives		255			282
Deferred tax assets		850			481
Prepaid expenses and other current assets		263			187
Total current assets		8,507			7,822
Investment securities, available-for-sale		3,066			2,760
Client incentives		89			89
Property, equipment and technology, net		1,760			1,732
Other assets		843			521
Intangible assets, net		11,317			11,351
Goodwill		11,681			11,681
Total assets	$	37,263		$	35,956
Liabilities
Accounts payable	$	114		$	184
Settlement payable		1,099			1,225
Customer collateral		923			866
Accrued compensation and benefits		356			523
Client incentives		827			919
Accrued liabilities		582			613
Accrued litigation		1,060			5
Total current liabilities		4,961			4,335
Deferred tax liabilities		4,146			4,149
Other liabilities		861			602
Total liabilities		9,968			9,086
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, 500 and 508 shares issued and outstanding at March 31, 2014 and September 30, 2013, respectively		—			—
Class B common stock, $0.0001 par value, 622 shares authorized, 245 shares issued and outstanding at March 31, 2014 and September 30, 2013		—			—
Class C common stock, $0.0001 par value, 1,097 shares authorized, 26 and 27 shares issued and outstanding at March 31, 2014 and September 30, 2013, respectively		—			—
Additional paid-in capital		18,555			18,875
Accumulated income		8,714			7,974
Accumulated other comprehensive income (loss), net:
Investment securities, available-for-sale		77			59
Defined benefit pension and other postretirement plans		(68	)		(60	)
Derivative instruments classified as cash flow hedges		18			23
Foreign currency translation adjustments		(1	)		(1	)
Total accumulated other comprehensive income, net		26			21
Total equity		27,295			26,870
Total liabilities and equity	$	37,263		$	35,956

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VISA INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended March 31,						Six Months Ended March 31,
	2014			2013			2014			2013
	(in millions, except per share data)
Operating Revenues
Service revenues	$	1,462		$	1,369		$	2,881		$	2,669
Data processing revenues		1,234			1,150			2,498			2,265
International transaction revenues		871			831			1,762			1,636
Other revenues		183			175			363			354
Client incentives		(587	)		(567	)		(1,186	)		(1,120	)
Total operating revenues		3,163			2,958			6,318			5,804
Operating Expenses
Personnel		446			486			916			940
Marketing		245			195			431			388
Network and processing		120			119			252			229
Professional fees		77			91			152			179
Depreciation and amortization		107			98			214			190
General and administrative		120			108			228			214
Litigation provision		—			1			—			4
Total operating expenses		1,115			1,098			2,193			2,144
Operating income		2,048			1,860			4,125			3,660
Non-operating income (expense)		13			(3	)		19			(2	)
Income before income taxes		2,061			1,857			4,144			3,658
Income tax provision		463			587			1,139			1,095
Net income	$	1,598		$	1,270		$	3,005		$	2,563
Basic earnings per share
Class A common stock	$	2.53		$	1.93		$	4.74		$	3.87
Class B common stock	$	1.06		$	0.81		$	1.99		$	1.63
Class C common stock	$	2.53		$	1.93		$	4.74		$	3.87
Basic weighted-average shares outstanding
Class A common stock		501			524			503			528
Class B common stock		245			245			245			245
Class C common stock		26			28			26			29
Diluted earnings per share
Class A common stock	$	2.52		$	1.92		$	4.72		$	3.86
Class B common stock	$	1.06		$	0.81		$	1.99		$	1.62
Class C common stock	$	2.52		$	1.92		$	4.72		$	3.86
Diluted weighted-average shares outstanding
Class A common stock		634			660			636			665
Class B common stock		245			245			245			245
Class C common stock		26			28			26			29

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VISA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended March 31,
	2014			2013
	(in millions)
Operating Activities
Net income	$	3,005		$	2,563
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Amortization of client incentives		1,186			1,120
Share-based compensation		89			98
Excess tax benefit for share-based compensation		(68	)		(56	)
Depreciation and amortization of property, equipment, technology and intangible assets		214			190
Deferred income taxes		(375	)		1,580
Other		12			35
Change in operating assets and liabilities:
Income tax receivable		109			(984	)
Settlement receivable		47			(34	)
Accounts receivable		(71	)		(79	)
Client incentives		(1,251	)		(1,108	)
Other assets		(459	)		(327	)
Accounts payable		(68	)		(15	)
Settlement payable		(126	)		3
Accrued and other liabilities		171			218
Accrued litigation		1,055			(4,384	)
Net cash provided by (used in) operating activities		3,470			(1,180	)
Investing Activities
Purchases of property, equipment, technology and intangible assets		(217	)		(211	)
Investment securities, available-for-sale:
Purchases		(1,292	)		(1,854	)
Proceeds from sales and maturities		1,406			1,616
Purchases of / contributions to other investments		(3	)		(3	)
Proceeds / distributions from other investments		—			3
Net cash used in investing activities		(106	)		(449	)
Financing Activities
Repurchase of class A common stock		(2,210	)		(3,073	)
Dividends paid		(507	)		(437	)
(Return to) payments from litigation escrow account—retrospective responsibility plan		(1,056	)		4,383
Cash proceeds from exercise of stock options		58			84
Restricted stock and performance shares settled in cash for taxes		(83	)		(64	)
Excess tax benefit for share-based compensation		68			56
Payment for earn-out related to PlaySpan acquisition		—			(12	)
Principal payments on capital lease obligations		—			(5	)
Net cash (used in) provided by financing activities		(3,730	)		932
Decrease in cash and cash equivalents		(366	)		(697	)
Cash and cash equivalents at beginning of year		2,186			2,074
Cash and cash equivalents at end of period	$	1,820		$	1,377
Supplemental Disclosure
Income taxes paid, net of refunds	$	1,392		$	421
Non-cash accruals related to purchases of property, equipment, technology and intangible assets	$	27		$	41

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VISA INC.

FISCAL 2014 AND 2013 QUARTERLY RESULTS OF OPERATIONS

(UNAUDITED)

	Fiscal 2014 Quarter Ended						Fiscal 2013 Quarter Ended
	March 31, 2014			December 31, 2013			September 30, 2013			June 30, 2013			March 31, 2013
							(in millions)
Operating Revenues
Service revenues	$	1,462		$	1,419		$	1,385		$	1,298		$	1,369
Data processing revenues		1,234			1,264			1,186			1,191			1,150
International transaction revenues		871			891			899			854			831
Other revenues		183			180			183			179			175
Client incentives		(587	)		(599	)		(680	)		(521	)		(567	)
Total operating revenues		3,163			3,155			2,973			3,001			2,958
Operating Expenses
Personnel		446			470			499			493			486
Marketing		245			186			236			252			195
Network and processing		120			132			122			117			119
Professional fees		77			75			130			103			91
Depreciation and amortization		107			107			106			101			98
General and administrative		120			108			129			108			108
Litigation provision		—			—			—			(1	)		1
Total operating expenses		1,115			1,078			1,222			1,173			1,098
Operating income		2,048			2,077			1,751			1,828			1,860
Non-operating income (expense)		13			6			15			5			(3	)
Income before income taxes		2,061			2,083			1,766			1,833			1,857
Income tax provision		463			676			574			608			587
Net income	$	1,598		$	1,407		$	1,192		$	1,225		$	1,270

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Operational Performance Data

The tables below provide information regarding the available operational results for the 3 months ended March 31, 2014, as well as the prior four quarterly reporting periods and the 12 months ended March 31, 2014 and 2013, 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, 2014
	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	$	479		6.6	%		11.0	%	$	328		11.0	%		15.0	%		3,556	$	151		-1.9	%		3.2	%		853
Canada		56		0.4	%		9.8	%		52		0.4	%		9.8	%		548		5		1.0	%		10.4	%		11
CEMEA		252		4.1	%		14.1	%		59		16.6	%		28.1	%		1,223		193		0.8	%		10.4	%		1,085
LAC		250		-4.5	%		11.6	%		95		-3.7	%		14.3	%		2,372		155		-5.1	%		10.0	%		985
US		690		7.9	%		7.9	%		575		8.5	%		8.5	%		11,134		115		5.0	%		5.0	%		875
Visa Inc.		1,727		4.7	%		10.2	%		1,108		8.0	%		11.8	%		18,834		619		-0.7	%		7.5	%		3,810
Visa Credit Programs
US	$	281		10.2	%		10.2	%	$	269		10.6	%		10.6	%		3,148	$	12		1.4	%		1.4	%		14
International		463		4.9	%		12.3	%		418		6.0	%		13.3	%		5,051		46		-3.9	%		4.1	%		176
Visa Inc.		744		6.9	%		11.5	%		687		7.8	%		12.2	%		8,200		57		-2.9	%		3.5	%		191
Visa Debit Programs
US	$	408		6.4	%		6.4	%	$	305		6.7	%		6.7	%		7,986	$	103		5.5	%		5.5	%		861
International		574		1.0	%		11.4	%		116		13.4	%		25.2	%		2,648		459		-1.7	%		8.4	%		2,758
Visa Inc.		983		3.2	%		9.3	%		421		8.5	%		11.2	%		10,634		562		-0.4	%		7.9	%		3,619
	For the 3 Months Ended December 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)		Accounts (millions)		Cards (millions)
All Visa Credit & Debit
Asia Pacific	$	493		7.5	%		12.6	%	$	339		8.3	%		14.1	%		3,677	$	154		5.8	%		9.5	%		890		622		721
Canada		66		-0.1	%		5.5	%		62		-0.2	%		5.5	%		609		5		0.3	%		6.0	%		11		33		43
CEMEA		286		9.4	%		13.3	%		62		23.2	%		28.7	%		1,233		223		6.0	%		9.6	%		1,176		295		300
LAC		287		1.9	%		10.8	%		110		5.5	%		15.9	%		2,506		177		-0.2	%		7.8	%		1,066		407		437
US		704		7.6	%		7.6	%		591		8.4	%		8.4	%		11,566		114		3.3	%		3.3	%		884		564		728
Visa Inc.		1,837		6.6	%		10.2	%		1,164		8.3	%		11.5	%		19,590		673		3.8	%		8.0	%		4,027		1,921		2,229
Visa Credit Programs
US	$	300		9.3	%		9.3	%	$	288		9.6	%		9.6	%		3,439	$	12		2.6	%		2.6	%		16		216		288
International		502		5.1	%		11.5	%		450		5.7	%		12.4	%		5,293		53		0.4	%		4.1	%		196		472		531
Visa Inc.		802		6.6	%		10.7	%		737		7.2	%		11.3	%		8,732		65		0.8	%		3.8	%		213		688		819
Visa Debit Programs
US	$	405		6.3	%		6.3	%	$	303		7.4	%		7.4	%		8,127	$	102		3.4	%		3.4	%		868		349		439
International		630		6.7	%		12.2	%		124		18.1	%		24.7	%		2,731		506		4.2	%		9.5	%		2,947		885		970
Visa Inc.		1,035		6.6	%		9.8	%		427		10.3	%		11.9	%		10,858		608		4.1	%		8.4	%		3,815		1,233		1,410

9

Operational Performance Data

	For the 3 Months Ended September 30, 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)		Accounts (millions)		Cards (millions)
All Visa Credit & Debit
Asia Pacific	$	464		8.2	%		13.6	%	$	314		8.5	%		14.7	%		3,558	$	150		7.5	%		11.2	%		854		610		710
Canada		65		4.6	%		9.4	%		60		4.8	%		9.6	%		602		5		2.3	%		7.0	%		12		32		41
CEMEA		265		12.2	%		16.1	%		57		26.8	%		32.7	%		1,121		207		8.8	%		12.2	%		1,120		290		294
LAC		259		1.6	%		11.8	%		98		4.4	%		16.0	%		2,348		161		0.0	%		9.4	%		998		403		431
US		692		9.3	%		9.3	%		575		10.3	%		10.3	%		11,400		117		4.8	%		4.8	%		932		546		713
Visa Inc.		1,745		8.0	%		11.8	%		1,105		9.6	%		13.0	%		19,029		640		5.4	%		9.8	%		3,916		1,880		2,189
Visa Credit Programs
US	$	290		10.9	%		10.9	%	$	277		11.0	%		11.0	%		3,324	$	12		8.2	%		8.2	%		16		210		285
International		470		6.3	%		12.9	%		420		6.9	%		14.0	%		5,138		50		1.8	%		5.1	%		196		468		526
Visa Inc.		760		8.0	%		12.2	%		697		8.5	%		12.8	%		8,462		63		3.0	%		5.7	%		212		678		811
Visa Debit Programs
US	$	402		8.2	%		8.2	%	$	298		9.6	%		9.6	%		8,076	$	104		4.4	%		4.4	%		916		335		428
International		582		7.9	%		13.9	%		109		17.7	%		24.9	%		2,491		473		5.9	%		11.6	%		2,788		867		949
Visa Inc.		984		8.0	%		11.5	%		407		11.7	%		13.3	%		10,567		577		5.6	%		10.3	%		3,704		1,202		1,377
	For the 3 Months Ended June 30, 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)		Accounts (millions)		Cards (millions)
All Visa Credit & Debit
Asia Pacific	$	456		10.6	%		13.2	%	$	304		9.7	%		13.7	%		3,354	$	152		12.4	%		12.2	%		818		592		692
Canada		64		5.1	%		5.8	%		59		5.5	%		6.2	%		568		5		0.7	%		1.3	%		11		31		40
CEMEA		263		13.4	%		15.7	%		55		28.1	%		32.0	%		1,047		208		10.0	%		12.0	%		1,147		291		289
LAC		270		9.4	%		12.5	%		101		13.1	%		17.7	%		2,305		169		7.4	%		9.6	%		975		401		430
US		686		10.4	%		10.4	%		571		11.3	%		11.3	%		11,217		115		5.8	%		5.8	%		906		538		702
Visa Inc.		1,739		10.5	%		12.0	%		1,089		11.4	%		13.2	%		18,491		650		9.0	%		10.2	%		3,857		1,853		2,153
Visa Credit Programs
US	$	282		10.1	%		10.1	%	$	270		10.0	%		10.0	%		3,187	$	12		11.6	%		11.6	%		15		206		280
International		463		8.2	%		11.8	%		412		8.7	%		12.7	%		4,915		51		4.2	%		5.3	%		199		466		525
Visa Inc.		745		8.9	%		11.2	%		682		9.3	%		11.6	%		8,102		63		5.5	%		6.4	%		214		672		805
Visa Debit Programs
US	$	403		10.6	%		10.6	%	$	300		12.5	%		12.5	%		8,030	$	103		5.2	%		5.2	%		891		332		422
International		591		12.6	%		14.2	%		107		23.9	%		26.1	%		2,359		484		10.4	%		11.8	%		2,752		848		926
Visa Inc.		994		11.8	%		12.7	%		407		15.3	%		15.8	%		10,389		587		9.4	%		10.6	%		3,643		1,180		1,348
	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)		Accounts (millions)		Cards (millions)
All Visa Credit & Debit
Asia Pacific	$	449		10.1	%		12.3	%	$	295		9.9	%		13.1	%		3,116	$	154		10.6	%		10.7	%		755		581		682
Canada		56		0.3	%		0.5	%		51		1.3	%		1.5	%		489		5		-9.5	%		-9.3	%		10		29		38
CEMEA		242		15.2	%		17.2	%		50		28.1	%		31.3	%		932		192		12.3	%		13.9	%		1,070		278		277
LAC		262		5.0	%		12.0	%		99		8.5	%		17.1	%		2,240		164		2.9	%		9.2	%		926		402		431
US		639		3.5	%		3.5	%		530		4.3	%		4.3	%		10,358		110		0.0	%		0.0	%		847		535		700
Visa Inc.		1,649		7.0	%		8.7	%		1,026		7.1	%		8.6	%		17,135		623		6.8	%		8.9	%		3,608		1,825		2,128
Visa Credit Programs
US	$	255		9.2	%		9.2	%	$	244		9.1	%		9.1	%		2,843	$	12		13.3	%		13.3	%		14		206		278
International		441		7.1	%		10.3	%		394		7.7	%		11.4	%		4,582		48		2.0	%		1.7	%		181		462		522
Visa Inc.		697		7.9	%		9.9	%		638		8.2	%		10.4	%		7,425		59		4.1	%		3.9	%		196		668		801
Visa Debit Programs
US	$	384		0.0	%		0.0	%	$	286		0.5	%		0.5	%		7,516	$	98		-1.4	%		-1.4	%		832		329		421
International		568		11.1	%		14.5	%		102		21.2	%		25.9	%		2,195		466		9.1	%		12.3	%		2,580		828		906
Visa Inc.		952		6.4	%		7.8	%		388		5.3	%		5.7	%		9,711		564		7.1	%		9.4	%		3,412		1,157		1,327

10

Operational Performance Data

	For the 12 Months Ended March 31, 2014
	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	$	1,892		8.1	%		12.6	%	$	1,285		9.3	%		14.4	%		14,145	$	607		5.7	%		8.9	%		3,414
Canada		252		2.5	%		7.5	%		232		2.6	%		7.6	%		2,327		20		1.1	%		5.9	%		45
CEMEA		1,066		9.7	%		14.7	%		234		23.4	%		30.3	%		4,623		832		6.4	%		11.0	%		4,529
LAC		1,066		2.0	%		11.6	%		403		4.6	%		16.0	%		9,532		663		0.4	%		9.1	%		4,024
US		2,772		8.8	%		8.8	%		2,311		9.6	%		9.6	%		45,317		461		4.7	%		4.7	%		3,598
Visa Inc.		7,048		7.4	%		11.0	%		4,466		9.3	%		12.4	%		75,943		2,582		4.3	%		8.8	%		15,610
Visa Credit Programs
US	$	1,153		10.1	%		10.1	%	$	1,105		10.3	%		10.3	%		13,098	$	48		5.8	%		5.8	%		62
International		1,899		6.1	%		12.1	%		1,699		6.8	%		13.1	%		20,397		200		0.7	%		4.6	%		767
Visa Inc.		3,051		7.6	%		11.4	%		2,804		8.1	%		12.0	%		33,496		248		1.6	%		4.9	%		829
Visa Debit Programs
US	$	1,619		7.8	%		7.8	%	$	1,206		9.0	%		9.0	%		32,219	$	412		4.6	%		4.6	%		3,536
International		2,377		6.9	%		12.9	%		456		18.1	%		25.2	%		10,229		1,922		4.6	%		10.3	%		11,245
Visa Inc.		3,996		7.3	%		10.8	%		1,662		11.3	%		13.0	%		42,448		2,334		4.6	%		9.3	%		14,781
	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)		Accounts (millions)		Cards (millions)
All Visa Credit & Debit
Asia Pacific	$	1,750		9.5	%		11.1	%	$	1,176		10.4	%		12.0	%		12,498	$	574		7.7	%		9.3	%		2,853		581		682
Canada		246		3.8	%		4.4	%		226		4.4	%		5.0	%		2,091		20		-2.6	%		-1.8	%		43		29		38
CEMEA		972		14.7	%		19.5	%		189		26.7	%		32.8	%		3,380		782		12.1	%		16.7	%		4,375		278		277
LAC		1,045		3.6	%		14.7	%		385		6.7	%		19.2	%		8,863		660		1.9	%		12.2	%		3,849		402		431
US		2,548		1.7	%		1.7	%		2,108		1.8	%		1.8	%		41,358		440		1.4	%		1.4	%		3,501		535		700
Visa Inc.		6,561		5.9	%		8.4	%		4,085		5.7	%		7.2	%		68,190		2,476		6.2	%		10.6	%		14,621		1,825		2,128
Visa Credit Programs
US	$	1,047		9.3	%		9.3	%	$	1,002		9.7	%		9.7	%		11,833	$	46		1.3	%		1.3	%		61		206		278
International		1,789		7.4	%		10.4	%		1,591		8.7	%		11.9	%		18,505		198		-1.4	%		0.1	%		759		462		522
Visa Inc.		2,836		8.1	%		10.0	%		2,592		9.1	%		11.0	%		30,338		244		-0.9	%		0.4	%		820		668		801
Visa Debit Programs
US	$	1,501		-3.0	%		-3.0	%	$	1,107		-4.5	%		-4.5	%		29,525	$	394		1.4	%		1.4	%		3,440		329		421
International		2,223		9.8	%		16.1	%		386		17.4	%		24.4	%		8,328		1,837		8.3	%		14.5	%		10,361		828		906
Visa Inc.		3,724		4.2	%		7.3	%		1,493		0.3	%		1.3	%		37,852		2,232		7.0	%		11.8	%		13,802		1,157		1,327

11

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 based on results reported quarterly by Visa’s financial institution clients on their operating certificates. Estimates may be utilized if data is unavailable. On occasion, previously presented information may be updated.

Visa’s CEMEA region is comprised of countries in Central Europe, the Middle East and Africa. Effective with the 3 months ended September 2013, Croatia moved from the CEMEA region to Visa Europe. 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. International 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.

12

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, 2014		5	%		8	%
Dec 31, 2013		11	%		12	%
Sep 30, 2013		9	%		11	%
Jun 30, 2013		11	%		11	%
Mar 31, 2013		10	%		10	%
12 Months Ended
Mar 31, 2014		9	%		10	%
Mar 31, 2013		9	%		11	%

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, 2014		15,354		11	%
Dec 31, 2013		15,985		13	%
Sep 30, 2013		15,491		14	%
Jun 30, 2013		14,972		14	%
Mar 31, 2013		13,850		6	%
12 Months Ended
Mar 31, 2014		61,802		13	%
Mar 31, 2013		54,695		3	%

13

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, 2014		1,859		16	%
Dec 31, 2013		1,894		20	%
Sep 30, 2013		1,696		24	%
Jun 30, 2013		1,648		27	%
Mar 31, 2013		1,608		25	%
12 Months Ended
Mar 31, 2014		7,098		21	%
Mar 31, 2013		5,854		26	%

14

EX-99.2

Visa Inc.

Fiscal Second Quarter 2014

Financial Results

April 24, 2014

Exhibit 99.2

Fiscal Second Quarter 2014 Financial Results

2

This

presentation

contains

forward-looking

statements

within

the

meaning

of

the

U.S.

Private

Securities

Litigation

Reform

Act

of

1995.

Forward-looking

statements

generally

are

identified

by

words

such

as

"believes,"

"estimates,"

"expects,"

"intends,"

"may,"

"projects,"

"could,"

"should,"

"will,"

"will

continue"

and

other

similar

expressions.

Examples

of

forward-looking

statements

include,

but

are

not

limited

to,

statements

we

make

about

our

revenue,

client

incentives,

operating

margin,

earnings

per

share,

free

cash

flow,

tax

rate

and

the

growth

of

those

items.

By

their

nature,

forward-looking

statements:

(i)

speak

only

as

of

the

date

they

are

made;

(ii)

are

not

statements

of

historical

fact

or

guarantees

of

future

performance;

and

(iii)

are

subject

to

risks,

uncertainties,

assumptions

or

changes

in

circumstances

that

are

difficult

to

predict

or

quantify.

Therefore,

actual

results

could

differ

materially

and

adversely

from

our

forward-looking

statements

due

to

a

variety

of

factors,

including

the

following:

•rules

capping

debit

interchange

reimbursement

rates

and

expanding

financial

institutions’

and

merchants’

choices

among

debit

payment

networks

promulgated

under

the

Dodd-Frank

Wall

Street

Reform

and

Consumer

Protection

Act;

•increased

regulation

in

jurisdictions

outside

of

the

United

States

and

in

other

product

categories;

•increased

government

support

of

national

payment

networks

outside

the

United

States;

and

•increased

regulation

on

consumer

privacy,

data

use

and

security;

•economic

fragility

in

the

Eurozone

and

in

the

United

States;

•general

economic,

political

and

social

conditions

in

mature

and

emerging

markets

globally;

•material

changes

in

cross-border

activity,

foreign

exchange

controls

and

fluctuations

in

currency

exchange

rates;

and

•material

changes

in

our

financial

institution

clients'

performance

compared

to

our

estimates;

•disruption

of

our

transaction

processing

systems

or

the

inability

to

process

transactions

efficiently;

•account

data

breaches

or

increased

fraudulent

or

other

illegal

activities

involving

Visa-branded

cards

or

payment

products;

and

•failure

to

maintain

systems

interoperability

with

Visa

Europe;

Forward-Looking Statements

•the

impact

of

laws,

regulations

and

marketplace

barriers,

including:

•developments

in

litigation

and

government

enforcement,

including

those

affecting

interchange

reimbursement

fees,

antitrust

and

tax;

•new

lawsuits,

investigations

or

proceedings,

or

changes

to

our

potential

exposure

in

connection

with

pending

lawsuits,

investigations

or

proceedings;

•economic

factors,

such

as:

•industry

developments,

such

as

competitive

pressure,

rapid

technological

developments

and

disintermediation

from

our

payments

network;

•system

developments,

such

as:

•costs

arising

if

Visa

Europe

were

to

exercise

its

right

to

require

us

to

acquire

all

of

its

outstanding

stock;

•the

loss

of

organizational

effectiveness

or

key

employees;

•the

failure

to

integrate

acquisitions

successfully

or

to

effectively

develop

new

products

and

businesses;

•natural

disasters,

terrorist

attacks,

military

or

political

conflicts,

and

public

health

emergencies;

and

various

other

factors,

including

those

contained

in

our

Annual

Report

on

Form

10-K

for

the

year

ended

September

30,

2013,

and

our

other

filings

with

the

U.S.

Securities

and

Exchange

Commission.

You

should

not

place

undue

reliance

on

such

statements.

Except

as

required

by

law,

we

do

not

intend

to

update

or

revise

any

forward–looking

statements

as

a

result

of

new

information,

future

developments

or

otherwise.

Fiscal Second Quarter 2014 Financial Results

3

Solid Fiscal Second Quarter Results

Solid

operating

revenues

of

$3.2

billion,

up

7%

over

prior

year

Repurchased

5.1

million

shares

of

class

A

common

stock

in

the

open

market

at

an

average

price

of

$217.61

per

share,

using

$1.1

billion

of

cash

on

hand

Continued

positive

secular

trends

and

spending

momentum

contributed

to

growth

in

key

underlying

business

drivers

Quarterly

net

income

of

$1.6

billion

and

diluted

earnings

per

share

of

$2.52,

up

26%

and

31%,

respectively,

over

prior

year

Fiscal Second Quarter 2014 Financial Results

4

Quarter ended December

Payments

Volume

US$

in

billions,

nominal,

except

percentages

YOY Change

(constant)

12%

11%

12%

YOY Change

(nominal)

7%

10%

8%

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

to

reflect

revised

client

submissions

or

other

adjustments.

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.

5

Fiscal Second Quarter 2014 Financial Results

Quarter ended March

Payments Volume

US$ in billions, nominal, except percentages

YOY Change

(constant)

12%

12%

11%

YOY Change

(nominal)

8%

8%

8%

Note:

Current

quarter

payments

volume

and

other

select

metrics

are

provided

in

the

operational

performance

data

supplement

in

the

press

release

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.

Fiscal Second Quarter 2014 Financial Results

6

Quarter ended March

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

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.

YOY

Change

9%

11%

Fiscal Second Quarter 2014 Financial Results

7

Quarter ended December

Total Cards

in millions, except percentages

Note:

The

data

presented

is

based

on

results

reported

quarterly

by

Visa

clients

on

their

operating

certificates.

Estimates

may

be

utilized

if

data

is

unavailable.

From

time

to

time,

previously

submitted

card

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.

YOY

Change

3%

8%

6%

2,104

795

1,309

2,229

819

1,410

Visa Inc.

Credit

Debit

2012

2013

Fiscal Second Quarter 2014 Financial Results

8

Revenue –

Q2 2014

US$ in millions, except percentages

Note:

Figures

may

not

recalculate

exactly

due

to

rounding.

Percentages

are

calculated

based

on

whole

numbers,

not

the

rounded

numbers

presented.

YOY

Change

4%

7%

6%

Fiscal 2014 % of

Gross Revenues

16%

84%

Fiscal Second Quarter 2014 Financial Results

9

Revenue Detail –

Q2 2014

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

7%

5%

7%

5%

Fiscal Second Quarter 2014 Financial Results

10

Operating Margin –

Q2 2014

US$ in millions, except percentages

Note:

Operating

margin

is

calculated

as

operating

income

divided

by

net

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

2%

10%

7%

2 ppts

Fiscal Second Quarter 2014 Financial Results

11

Operating Expense –

Q2 2014

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

1%

(15%)

(8%)

11%

10%

26%

NM

486

195

119 120

91

98

108

1

446

245

77

107

120

0

Personnel

Marketing

Network &

Processing

Professional

Fees

Depreciation &

Amortization

General &

Administrative

Litigation

Provision

Fiscal 2013

Fiscal 2014

Fiscal Second Quarter 2014 Financial Results

12

Other Financial Results

•

Cash,

cash

equivalents

and

available-for-sale

investment

securities

of

$6.5

billion

at

the

end

of

the

fiscal

second

quarter

•

Free

cash

flow

of

$824

million

for

the

fiscal

second

quarter

•

Capital

expenditures

of

$97

million

during

the

fiscal

second

quarter

Financial Metrics for Fiscal Year 2014

•

Low double

-digits in the 10-11% range on a constant

dollar basis

•

Negative 2 ppts foreign currency impact

•

16.5% to 17.5% range

•

Low to mid 60s

•

Approaching 30%

•

Mid to high teens

•

About $5 billion

Annual free cash flow

Annual diluted class A

common stock earnings per

share growth

Annual net revenue growth

Client incentives as % of

gross revenues

Annual operating margin

Tax Rate

Fiscal Second Quarter 2014 Financial Results

13

Appendix

*

*

*

*

*

*

*

*

*

*

Fiscal Second Quarter 2014 Financial Results

Calculation of Free Cash Flow

US$ in millions

A-1

Additions (+) /

Reductions (-) to Net

income

Net income (as reported)

1,598

3,005

Capital Assets

+

Depreciation and amortization

107

214

-

Capital expenditures

(97)

(217)

10

(3)

Litigation

+

Return of settlement payments

(1)

1,056

1,056

-

(1,056)

(1,056)

-

Settlement payments

-

(1)

-

(1)

Share-based Compensation

+

Share-based compensation

44

89

Pension

+

Pension expense

-

2

Taxes

+

Income tax provision

463

1,139

-

Income taxes paid

(1,296)

(1,392)

(833)

(253)

+/-

Changes in other working capital accounts

5

(438)

Total Free Cash Flow

824

2,401

Three Months Ended

March 31, 2014

Six Months Ended

March 31, 2014

Return of settlement payments into the litigation

escrow

(1)

Changes

in

Working

Capital

(2)

Reflects the return of takedown payments into the litigation escrow account in connection with the interchange multidistrict litigation.

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

(1)

(2)