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 2, 2012

VISA INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-33977	26-0267673
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

P.O. Box 8999 San Francisco, California	94128-8999
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (415) 932-2100

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On May 2, 2012, Visa Inc. (the “Company”) issued a press release announcing financial results for its fiscal second quarter ended March 31, 2012.

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

On May 2, 2012, the Company will host a conference call to discuss its fiscal second quarter ended March 31, 2012 financial results.

A copy of the presentation to be used during the conference call is attached hereto as Exhibit 99.2. All information in the presentation is furnished but not filed.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release of Visa Inc., dated May 2, 2012.
99.2	Presentation of Visa Inc., dated May 2, 2012.

SIGNATURES

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

	VISA INC.
Date: May 2, 2012
	By:	/s/ Byron H. Pollitt
		Byron H. Pollitt Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Visa Inc., dated May 2, 2012.
99.2	Presentation of Visa Inc., dated May 2, 2012.

EX-99.1

Exhibit 99.1

Visa Inc. Posts Strong Fiscal Second Quarter 2012 Earnings Results

• GAAP quarterly net income of $1.3 billion including non-cash tax benefit

• Adjusted quarterly net income of $1.1 billion or $1.60 per diluted class A common share excluding non-cash tax benefit

SAN FRANCISCO, CA, May 2, 2012 – Visa Inc. (NYSE: V) today announced financial results for the Company’s fiscal second quarter 2012 ended March 31, 2012. GAAP net income for the quarter, inclusive of a one-time non-cash benefit related to the remeasurement of existing net deferred tax liabilities, was $1.3 billion.

On an adjusted basis, excluding this non-cash benefit, net income for the quarter was $1.1 billion, an increase of 23% over the prior year, and diluted class A common stock earnings per share were $1.60, an increase of 30% over the prior year. The weighted-average number of diluted class A common stock outstanding was approximately 676 million. 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.

GAAP net operating revenue in the fiscal second quarter of 2012 was $2.6 billion, an increase of 15% over the prior year and driven by strong double-digit growth in service revenues, data processing revenues and international transaction revenues.

“Our strong financial performance this quarter was fueled by continued growth of U.S. credit products, strong cross border spending and expansion of Visa’s core business in international markets,” said Joseph Saunders, Chairman and Chief Executive Officer, Visa Inc. “Across the globe Visa’s business continues to expand at a healthy pace, the result of our commitment to continued expansion in our core business as well as our ability to leverage innovative payment technologies.”

Fiscal Second Quarter 2012 Financial Highlights:

Payments volume growth, on a constant dollar basis, for the three months ended December 31, 2011, on which fiscal second quarter service revenue is recognized, was a positive 11% over the prior year at $993 billion.

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Payments volume growth, on a constant dollar basis, for the three months ended March 31, 2012, was a positive 11% over the prior year at $956 billion.

Cross-border volume growth, on a constant dollar basis, was a positive 16% for the three months ended March 31, 2012.

Total processed transactions, which represent transactions processed by VisaNet, for the three months ended March 31, 2012, were 13 billion, a positive 8% increase over the prior year.

Fiscal second quarter 2012 service revenues were $1.2 billion, an increase of 13% versus the prior year, and are recognized based on payments volume in the prior quarter. All other revenue categories are recognized based on current quarter activity. Data processing revenues rose 12% over the prior year to $922 million. International transaction revenues, which are driven by cross-border activity, grew 17% over the prior year to $733 million. Other revenues, which include the Visa Europe licensing fee, were $179 million, a 14% increase over the prior year. Client incentives, which are a contra revenue item, were $497 million and represent 16% of gross revenues.

Total operating expenses were $972 million for the quarter, a 13% increase over the prior year, primarily due to higher personnel costs associated with acquisitions and investments in technology projects to support our growth initiatives.

Cash, cash equivalents, restricted cash, and available-for-sale investment securities were $8.9 billion at March 31, 2012.

Visa’s GAAP effective tax rate was 19.7% for the quarter ended March 31, 2012. On an adjusted basis, the effective tax rate was 32.6%.

Notable Event:

As announced on April 26, 2012, the Board of Directors declared a quarterly dividend in the aggregate amount of $0.22 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 5, 2012, to all holders of record of the Company’s class A, class B and class C common stock as of May 18, 2012.

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Financial Outlook:

Visa Inc. updates its financial outlook for the following metric through 2012:

• Adjusted annual diluted class A common stock earnings per share growth: High teens to low twenties.

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

• Annual net revenue growth in the low double digits;

• Client incentives as a percent of gross revenues: 17% to 18% range;

• Marketing expenses: Under $1 billion;

• Annual operating margin of about 60%;

• Adjusted tax rate: 33% to 34% range*;

• Capital expenditures $350 million to $400 million range; and

• Annual free cash flow greater than $4 billion.

* Financial Outlook excludes the impact of a non-cash benefit related to the remeasurement of deferred tax liabilities, which would decrease the GAAP tax rate to 29 to 30%. These deferred tax liabilities are primarily associated with indefinite-lived intangible assets recorded as part of Visa’s October 2007 reorganization.

Fiscal Second Quarter 2012 Earnings Results Conference Call Details:

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

About Visa

Visa is a global payments technology company that connects consumers, businesses, financial institutions and governments in more than 200 countries and territories to fast, secure and reliable digital currency. Underpinning digital currency is one of the world’s most advanced processing networks—VisaNet—that is capable of handling more than 20,000 transaction messages a second, with fraud protection for consumers and guaranteed payment for merchants. Visa is not a bank and does not issue cards, extend credit or set rates and fees for consumers. Visa’s innovations, however, enable its financial institution customers to offer consumers more choices: pay now with debit, ahead of time with prepaid or later with credit products. For more information, visit www.corporate.visa.com.

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Forward Looking Statements:

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified by the terms “continue,” “could,” “may,” “potential,” and similar references to the future. Examples of such forward-looking statements include, but are not limited to, statements we make about our strategy and its execution and about our revenue, earnings per share, incentive payments, expenses, operating margin, tax rate, capital expenditures and free cash flow and the growth of those items.

By their nature, forward-looking statements: (i) speak only as of the date they are made, (ii) are neither statements of historical fact nor guarantees of future performance and (iii) are subject to risks, uncertainties, assumptions and changes in circumstances that are difficult to predict or quantify. Therefore, actual results could differ materially and adversely from those forward-looking statements because of a variety of factors, including the following:

• the impact of new 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 Reform Act;

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

• U.S. government and other parties’ reactions to the changes we have made to our business in response to the Reform Act;

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

• rules about consumer privacy and data use and security;

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

• economic factors, such as:

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

• other global economic, political and health conditions;

• cross-border activity and currency exchange rates; and

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

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

• system developments, such as:

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

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

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

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

• loss of organizational effectiveness or key employees;

• failure to integrate recent acquisitions successfully or to effectively launch new products and businesses;

• changes in accounting principles or treatments; 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, 415-932-2213, ir@visa.com

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

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VISA INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended March 31,						Six Months Ended March 31,
	2012			2011			2012			2011
	(in millions, except per share data)
Operating Revenues
Service revenues	$	1,241		$	1,093		$	2,392		$	2,101
Data processing revenues		922			823			1,873			1,667
International transaction revenues		733			624			1,481			1,254
Other revenues		179			156			357			317
Client incentives		(497	)		(451	)		(978	)		(856	)
Total operating revenues		2,578			2,245			5,125			4,483
Operating Expenses
Personnel		431			351			820			708
Network and processing		103			80			201			160
Marketing		170			183			360			380
Professional fees		82			77			152			138
Depreciation and amortization		80			70			160			137
General and administrative		106			95			208			205
Litigation provision		—			6			—			6
Total operating expenses		972			862			1,901			1,734
Operating income		1,606			1,383			3,224			2,749
Other Income (Expense)
Interest expense		(7	)		(12	)		(17	)		(8	)
Investment income, net		9			9			19			19
Other		1			(3	)		—			(1	)
Total other income (expense)		3			(6	)		2			10
Income before income taxes		1,609			1,377			3,226			2,759
Income tax provision		317			497			907			995
Net income including non-controlling interest		1,292			880			2,319			1,764
Loss attributable to non-controlling interest		—			1			2			1
Net income attributable to Visa Inc.	$	1,292		$	881		$	2,321		$	1,765
Basic earnings per share
Class A common stock	$	1.92		$	1.24		$	3.41		$	2.47
Class B common stock	$	0.82		$	0.63		$	1.56		$	1.26
Class C common stock	$	1.92		$	1.24		$	3.41		$	2.47
Basic weighted-average shares outstanding
Class A common stock		524			505			522			499
Class B common stock		245			245			245			245
Class C common stock		42			80			44			87
Diluted earnings per share
Class A common stock	$	1.91		$	1.23		$	3.40		$	2.46
Class B common stock	$	0.81		$	0.63		$	1.55		$	1.26
Class C common stock	$	1.91		$	1.23		$	3.40		$	2.46
Diluted weighted-average shares outstanding
Class A common stock		676			714			683			717
Class B common stock		245			245			245			245
Class C common stock		42			80			44			87

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VISA INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	March 31, 2012			September 30, 2011
	(in millions, except par value data)
Assets
Cash and cash equivalents	$	2,042		$	2,127
Restricted cash - litigation escrow		4,282			2,857
Investment securities
Trading		66			57
Available-for-sale		849			1,214
Settlement receivable		508			412
Accounts receivable		655			560
Customer collateral		898			931
Current portion of client incentives		233			278
Deferred tax assets		430			489
Prepaid expenses and other current assets		332			265
Total current assets		10,295			9,190
Investment securities, available-for-sale		1,696			711
Client incentives		98			85
Property, equipment and technology, net		1,540			1,541
Other assets		112			129
Intangible assets, net		11,437			11,436
Goodwill		11,668			11,668
Total assets	$	36,846		$	34,760
Liabilities
Accounts payable	$	75		$	169
Settlement payable		702			449
Customer collateral		898			931
Accrued compensation and benefits		332			387
Client incentives		750			528
Accrued liabilities		544			562
Accrued litigation		286			425
Total current liabilities		3,587			3,451
Deferred tax liabilities		3,941			4,205
Other liabilities		797			667
Total liabilities		8,325			8,323
Equity
Preferred stock, $0.0001 par value, 25 shares authorized and none issued		—			—
Class A common stock, $0.0001 par value, 2,001,622 shares authorized, 528 and 520 shares issued and outstanding at March 31, 2012, and September 30, 2011, respectively		—			—
Class B common stock, $0.0001 par value, 622 shares authorized, 245 shares issued and outstanding at March 31, 2012 and September 30, 2011		—			—
Class C common stock, $0.0001 par value, 1,097 shares authorized, 41 and 47 shares issued and outstanding at March 31, 2012, and September 30, 2011, respectively		—			—
Additional paid-in capital		20,009			19,907
Accumulated income		8,688			6,706
Accumulated other comprehensive income (loss), net
Investment securities, available-for-sale		5			—
Defined benefit pension and other postretirement plans		(194	)		(186	)
Derivative instruments classified as cash flow hedges		17			18
Foreign currency translation adjustments		(4	)		(8	)
Total accumulated other comprehensive loss, net		(176	)		(176	)
Total equity		28,521			26,437
Total liabilities and equity	$	36,846		$	34,760

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VISA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended March 31,
	2012			2011
	(in millions)
Operating Activities
Net income including non-controlling interest	$	2,319		$	1,764
Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities:
Amortization of client incentives		978			856
Share-based compensation		76			90
Excess tax benefit for share-based compensation		(27	)		(8	)
Depreciation and amortization of intangible assets and property, equipment and technology		160			137
Deferred income taxes		(200	)		129
Other		(36	)		(11	)
Change in operating assets and liabilities:
Trading securities		(9	)		(6	)
Settlement receivable		(96	)		11
Accounts receivable		(95	)		(62	)
Client incentives		(724	)		(734	)
Other assets		(23	)		(188	)
Accounts payable		(94	)		(51	)
Settlement payable		253			(88	)
Accrued compensation and benefits		(55	)		(90	)
Accrued and other liabilities		96			(10	)
Accrued litigation		(140	)		(130	)
Net cash provided by operating activities		2,383			1,609
Investing Activities
Purchases of property, equipment and technology		(127	)		(147	)
Proceeds from disposal of property, equipment and technology		2			—
Purchases of intangible assets		(35	)		—
Investment securities, available-for-sale:
Purchases		(2,140	)		—
Proceeds from sales and maturities		1,530			10
Purchases of / contributions to other investments		(3	)		—
Proceeds / distributions from other investments		3			103
Acquisition, net of cash received of $18		—			(162	)
Net cash used in investing activities		(770	)		(196	)
Financing Activities
Repurchase of class A common stock		(75	)		(536	)
Dividends paid		(300	)		(215	)
Deposits into litigation escrow account—retrospective responsibility plan		(1,565	)		(1,200	)
Payment from litigation escrow account—retrospective responsibility plan		140			140
Cash proceeds from exercise of stock options		77			39
Excess tax benefit for share-based compensation		27			8
Principal payments on debt		—			(7	)
Principal payments on capital lease obligations		(6	)		(8	)
Net cash used in financing activities		(1,702	)		(1,779	)
Effect of exchange rate changes on cash and cash equivalents		4			11
Decrease in cash and cash equivalents		(85	)		(355	)
Cash and cash equivalents at beginning of year		2,127			3,867
Cash and cash equivalents at end of period	$	2,042		$	3,512
Supplemental Disclosure of Cash Flow Information
Income taxes paid, net of refunds	$	1,071		$	1,015
Amounts included in accounts payable and accrued and other liabilities related to purchases of intangible assets and property, equipment and technology	$	52		$	20
Interest payment on debt	$	—		$	2

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Adjusted Net Income and Earnings Per Share

US $ in millions, except per share data

During the three months ended March 31, 2012, the state of California approved certain changes to its state tax apportionment rules, effective retroactively to the beginning of fiscal 2012, which lowered our overall state tax rate. As a result, in our income tax provision for the three months ended March 31, 2012, we recorded a one-time, non-cash benefit of $208 million resulting from the remeasurement of our existing net deferred tax liabilities primarily associated with $11 billion of indefinite-lived intangible assets previously recorded to reflect our reorganization in 2007. This adjustment has no cash impact to us. Management therefore believes that the resulting net income recorded is not indicative of Visa’s financial performance in the current or future periods. Management believes the presentation of adjusted net income and adjusted diluted earnings per share provides a clearer understanding of our operating performance for the periods.

	Three Months Ended March 31, 2012(1)						Six Months Ended March 31, 2012(1)
	(in millions, except per share data)
	Net Income Attributable to Visa Inc.			Fully-diluted earnings  per share(1)			Net Income Attributable to Visa Inc.			Fully-diluted earnings  per share(1)
As reported	$	1,292		$	1.91		$	2,321		$	3.40
Impact of deferred tax adjustment		(208	)		(0.31	)		(208	)		(0.30	)
Adjusted	$	1,084		$	1.60		$	2,113		$	3.09
Weighted-average number of diluted shares (as reported)					676						683

⁽¹⁾  Earnings per share figures calculated based on whole numbers, not rounded numbers.

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Adjusted Effective Tax Rate

As discussed on the previous page, during the three months ended March 31, 2012, we recorded a one-time, non-cash benefit resulting from the remeasurement of our existing net deferred tax liabilities. This adjustment has no cash impact to us. Management therefore believes that the resulting benefit recorded in our effective income tax rates is not indicative of our financial performance in the current or future periods. Management believes the presentation of our adjusted effective income tax rates provides a clearer understanding of our operating performance for these periods.

	Three Months Ended March 31, 2012(1)			Six Months Ended March 31, 2012(1)
Effective income tax rate (as reported)		19.7	%		28.1	%
Remeasurement of deferred tax liabilities		12.9	%		6.4	%
Adjusted effective income tax rate		32.6	%		34.6	%

⁽¹⁾  Effective income tax rate calculated based on whole numbers, not rounded numbers.

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VISA INC.

FISCAL 2011 AND 2012 QUARTERLY RESULTS OF OPERATIONS

(UNAUDITED)

	Fiscal 2011 Quarter Ended												Fiscal 2012 Quarter Ended
	December 31, 2010			March 31, 2011			June 30, 2011			September 30, 2011			December 31, 2011			March 31, 2012
	(in millions)
Operating Revenues
Service revenues	$	1,008		$	1,093		$	1,055		$	1,105		$	1,151		$	1,241
Data processing revenues		844			823			886			925			951			922
International transaction revenues		630			624			662			758			748			733
Other revenues		161			156			167			171			178			179
Client incentives		(405	)		(451	)		(448	)		(576	)		(481	)		(497	)
Total operating revenues		2,238			2,245			2,322			2,383			2,547			2,578
Operating Expenses
Personnel		357			351			363			388			389			431
Network and processing		80			80			91			106			98			103
Marketing		197			183			251			239			190			170
Professional fees		61			77			84			115			70			82
Depreciation and amortization		67			70			74			77			80			80
General and administrative		110			95			114			95			102			106
Litigation provision		—			6			—			1			—			—
Total operating expenses		872			862			977			1,021			929			972
Operating income		1,366			1,383			1,345			1,362			1,618			1,606
Other Income (Expense)
Interest income (expense)		4			(12	)		(11	)		(13	)		(10	)		(7	)
Investment income, net		10			9			88			1			10			9
Other		2			(3	)		121			4			(1	)		1
Total other income (expense)		16			(6	)		198			(8	)		(1	)		3
Income before income taxes		1,382			1,377			1,543			1,354			1,617			1,609
Income tax provision		498			497			539			476			590			317
Net income including non-controlling interest		884			880			1,004			878			1,027			1,292
Loss attributable to non-controlling interest		—			1			1			2			2			—
Net income attributable to Visa Inc.	$	884		$	881		$	1,005		$	880		$	1,029		$	1,292

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Operational Performance Data

The tables below provide information regarding the available operational results for the 3 months ended March 31, 2012, as well as the prior four quarterly reporting periods and the 12 months ended March 31, 2012 and 2011, for cards carrying the Visa, Visa Electron and Interlink brands. Also included is a table with information on the number of billable transactions processed on Visa Inc.’s CyberSource network.

1. Branded Volume and Transactions

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

	For the 3 Months Ended 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)
All Visa Credit & Debit
Asia Pacific	$	400		13.7	%		12.0	%	$	267		15.7	%		13.0	%		2,849	$	133		9.9	%		10.0	%		617
Canada		56		7.1	%		9.0	%		51		7.1	%		9.0	%		460		5		7.2	%		9.1	%		10
CEMEA		214		20.7	%		25.8	%		41		35.8	%		42.4	%		651		173		17.5	%		22.4	%		1,013
LAC		252		13.8	%		19.5	%		91		18.6	%		24.6	%		2,038		161		11.2	%		16.8	%		954
US		614		6.6	%		6.6	%		507		6.2	%		6.2	%		10,067		107		8.4	%		8.4	%		856
Visa Inc.		1,536		11.4	%		12.5	%		956		10.9	%		11.0	%		16,065		580		12.1	%		15.0	%		3,450
Visa Credit Programs
US	$	233		11.6	%		11.6	%	$	223		11.9	%		11.9	%		2,592	$	10		5.1	%		5.1	%		15
Rest of World		412		13.2	%		13.1	%		365		15.0	%		14.5	%		4,237		47		1.0	%		2.6	%		182
Visa Inc.		645		12.6	%		12.5	%		588		13.8	%		13.5	%		6,829		57		1.7	%		3.1	%		197
Visa Debit Programs
US	$	381		3.8	%		3.8	%	$	284		2.2	%		2.2	%		7,475	$	97		8.8	%		8.8	%		841
Rest of World		510		16.1	%		20.0	%		85		25.1	%		28.6	%		1,761		426		14.5	%		18.4	%		2,412
Visa Inc.		891		10.5	%		12.5	%		368		6.6	%		7.2	%		9,236		523		13.4	%		16.5	%		3,253

	For the 3 Months Ended December 31, 2011
	Total Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Payments Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Payments Transactions (millions)		Cash Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Cash Transactions (millions)		Accounts (millions)		Cards (millions)
All Visa Credit & Debit
Asia Pacific	$	409		13.2	%		11.4	%	$	276		15.1	%		12.0	%		2,947	$	133		9.5	%		10.3	%		621		519		613
Canada		60		4.1	%		5.6	%		56		4.7	%		6.2	%		500		5		-2.2	%		-0.8	%		10		27		36
CEMEA		221		20.1	%		25.0	%		39		29.1	%		36.6	%		643		182		18.3	%		22.8	%		1,066		241		243
LAC		263		13.0	%		19.1	%		93		14.7	%		20.7	%		2,068		169		12.1	%		18.3	%		998		383		414
US		636		7.5	%		7.5	%		529		7.3	%		7.3	%		10,614		107		8.0	%		8.0	%		880		552		704
Visa Inc.		1,589		11.3	%		12.4	%		993		10.7	%		10.6	%		16,773		596		12.4	%		15.6	%		3,575		1,722		2,011
Visa Credit Programs
US	$	248		9.7	%		9.7	%	$	237		9.7	%		9.7	%		2,808	$	11		10.4	%		10.4	%		16		203		263
Rest of World		430		12.8	%		12.2	%		379		13.5	%		12.7	%		4,365		51		7.7	%		9.1	%		189		456		516
Visa Inc.		678		11.6	%		11.3	%		616		12.0	%		11.5	%		7,173		63		8.1	%		9.3	%		205		659		779
Visa Debit Programs
US	$	388		6.1	%		6.1	%	$	292		5.5	%		5.5	%		7,806	$	95		7.8	%		7.8	%		864		349		441
Rest of World		523		15.1	%		19.3	%		85		20.3	%		24.4	%		1,793		438		14.1	%		18.4	%		2,506		714		791
Visa Inc.		910		11.1	%		13.3	%		378		8.5	%		9.3	%		9,599		533		12.9	%		16.3	%		3,369		1,063		1,232

11

Operational Performance Data

	For the 3 Months Ended September 30, 2011
	Total Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Payments Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Payments Transactions (millions)		Cash Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Cash Transactions (millions)		Accounts (millions)		Cards (millions)
All Visa Credit & Debit
Asia Pacific	$	402		23.1	%		13.9	%	$	272		28.2	%		17.4	%		2,888	$	130		13.6	%		7.1	%		626		509		602
Canada		61		14.6	%		7.6	%		56		14.7	%		7.7	%		489		5		13.5	%		6.6	%		10		26		35
CEMEA		212		29.7	%		27.2	%		37		38.8	%		36.1	%		569		175		28.0	%		25.5	%		998		241		239
LAC		249		22.4	%		16.7	%		89		30.0	%		23.8	%		1,905		160		18.5	%		13.1	%		929		372		403
US		626		9.1	%		9.1	%		517		9.1	%		9.1	%		10,486		109		9.0	%		9.0	%		906		509		655
Visa Inc.		1,550		17.4	%		13.7	%		971		17.0	%		13.4	%		16,337		579		18.0	%		14.2	%		3,469		1,657		1,933
Visa Credit Programs
US	$	241		11.1	%		11.1	%	$	229		10.3	%		10.3	%		2,664	$	13		26.5	%		26.5	%		18		201		261
Rest of World		421		24.4	%		15.6	%		369		25.0	%		15.9	%		4,219		51		20.0	%		13.4	%		182		453		513
Visa Inc.		662		19.2	%		13.9	%		598		19.0	%		13.7	%		6,883		64		21.2	%		15.8	%		200		654		774
Visa Debit Programs
US	$	385		7.9	%		7.9	%	$	288		8.2	%		8.2	%		7,822	$	97		7.0	%		7.0	%		888		308		394
Rest of World		504		23.2	%		18.2	%		85		39.6	%		32.2	%		1,632		419		20.4	%		15.7	%		2,381		695		766
Visa Inc.		888		16.1	%		13.5	%		373		14.0	%		12.8	%		9,454		515		17.6	%		14.0	%		3,270		1,003		1,160

	For the 3 Months Ended June 30, 2011
	Total Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Payments Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Payments Transactions (millions)		Cash Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Cash Transactions (millions)		Accounts (millions)		Cards (millions)
All Visa Credit & Debit
Asia Pacific	$	379		22.7	%		13.2	%	$	248		25.5	%		14.8	%		2,758	$	131		17.6	%		10.4	%		599		495		588
Canada		60		13.6	%		7.7	%		55		14.0	%		8.0	%		473		5		9.9	%		4.2	%		10		25		34
CEMEA		204		32.3	%		27.0	%		35		41.6	%		35.5	%		532		170		30.5	%		25.4	%		992		230		232
LAC		244		31.8	%		22.9	%		85		37.1	%		27.7	%		1,817		159		29.1	%		20.5	%		912		365		398
US		624		10.0	%		10.0	%		518		10.4	%		10.4	%		10,417		106		8.2	%		8.2	%		902		499		654
Visa Inc.		1,512		19.1	%		14.7	%		941		17.4	%		13.5	%		15,996		570		22.2	%		16.8	%		3,415		1,615		1,906
Visa Credit Programs
US	$	235		9.5	%		9.5	%	$	224		9.9	%		9.9	%		2,570	$	11		2.2	%		2.2	%		17		199		258
Rest of World		400		25.0	%		15.7	%		348		25.3	%		15.8	%		4,042		52		22.6	%		15.3	%		179		448		509
Visa Inc.		634		18.8	%		13.3	%		572		18.8	%		13.4	%		6,612		62		18.6	%		12.8	%		196		647		766
Visa Debit Programs
US	$	389		10.3	%		10.3	%	$	294		10.8	%		10.8	%		7,847	$	95		8.9	%		8.9	%		885		301		397
Rest of World		488		27.8	%		20.5	%		75		36.6	%		27.3	%		1,538		413		26.3	%		19.4	%		2,334		667		744
Visa Inc.		877		19.4	%		15.8	%		369		15.2	%		13.8	%		9,385		508		22.6	%		17.3	%		3,219		968		1,140

	For the 3 Months Ended March 31, 2011
	Total Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Payments Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Payments Transactions (millions)		Cash Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Cash Transactions (millions)		Accounts (millions)		Cards (millions)
All Visa Credit & Debit
Asia Pacific	$	352		18.7	%		12.4	%	$	230		18.5	%		11.9	%		2,629	$	121		19.0	%		13.6	%		578		476		573
Canada		52		12.3	%		7.3	%		48		11.4	%		6.5	%		420		5		21.2	%		15.8	%		9		25		33
CEMEA		177		26.5	%		24.8	%		30		33.8	%		31.2	%		483		147		25.1	%		23.5	%		906		226		225
LAC		222		26.8	%		20.4	%		77		32.5	%		25.8	%		1,740		145		23.9	%		17.7	%		860		360		389
US		576		11.1	%		11.1	%		477		11.6	%		11.6	%		9,586		99		8.9	%		8.9	%		839		504		651
Visa Inc.		1,379		17.2	%		14.2	%		862		15.7	%		13.0	%		14,858		517		19.9	%		16.4	%		3,193		1,592		1,871
Visa Credit Programs
US	$	209		7.6	%		7.6	%	$	199		9.1	%		9.1	%		2,283	$	10		-16.4	%		-16.4	%		15		198		256
Rest of World		364		19.2	%		13.1	%		318		19.1	%		12.8	%		3,825		46		19.9	%		14.9	%		163		444		504
Visa Inc.		573		14.7	%		11.0	%		517		15.1	%		11.4	%		6,108		56		11.5	%		7.8	%		177		641		760
Visa Debit Programs
US	$	367		13.2	%		13.2	%	$	278		13.5	%		13.5	%		7,303	$	89		12.6	%		12.6	%		824		307		395
Rest of World		439		24.4	%		19.8	%		68		31.8	%		25.8	%		1,448		372		23.2	%		18.8	%		2,192		644		715
Visa Inc.		806		19.1	%		16.7	%		345		16.6	%		15.6	%		8,751		461		21.0	%		17.5	%		3,016		951		1,111

12

Operational Performance Data

	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)
All Visa Credit & Debit
Asia Pacific	$	1,590		17.9	%		12.6	%	$	1,063		20.8	%		14.3	%		11,442	$	527		12.5	%		9.4	%		2,463
Canada		237		9.7	%		7.4	%		217		10.0	%		7.7	%		1,921		20		7.0	%		4.8	%		41
CEMEA		852		25.3	%		26.2	%		152		36.0	%		37.7	%		2,395		700		23.2	%		24.0	%		4,070
LAC		1,008		19.6	%		19.5	%		359		24.2	%		24.1	%		7,829		649		17.2	%		17.1	%		3,793
US		2,499		8.3	%		8.3	%		2,071		8.2	%		8.2	%		41,585		429		8.4	%		8.4	%		3,543
Visa Inc.		6,187		14.7	%		13.3	%		3,862		13.9	%		12.1	%		65,171		2,325		16.0	%		15.4	%		13,909
Visa Credit Programs
US	$	957		10.5	%		10.5	%	$	912		10.4	%		10.4	%		10,635	$	45		11.0	%		11.0	%		65
Rest of World		1,663		18.5	%		14.1	%		1,461		19.4	%		14.7	%		16,862		201		12.4	%		10.1	%		733
Visa Inc.		2,620		15.4	%		12.7	%		2,374		15.8	%		13.0	%		27,497		246		12.2	%		10.2	%		798
Visa Debit Programs
US	$	1,542		7.0	%		7.0	%	$	1,159		6.6	%		6.6	%		30,950	$	384		8.1	%		8.1	%		3,478
Rest of World		2,025		20.2	%		19.5	%		330		29.7	%		28.1	%		6,724		1,695		18.5	%		18.0	%		9,633
Visa Inc.		3,567		14.1	%		13.7	%		1,488		11.0	%		10.7	%		37,674		2,079		16.5	%		16.0	%		13,111

	For the 12 Months Ended March 31, 2011
	Total Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Payments Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Payments Transactions (millions)		Cash Volume ($ billions)		Growth (Nominal USD)			Growth (Constant USD)			Cash Transactions (millions)		Accounts (millions)		Cards (millions)
All Visa Credit & Debit
Asia Pacific	$	1,349		16.8	%		11.1	%	$	881		19.1	%		12.9	%		10,657	$	468		12.7	%		7.7	%		2,345		476		573
Canada		216		13.0	%		7.5	%		197		12.6	%		7.2	%		1,771		19		16.7	%		10.6	%		37		25		33
CEMEA		679		25.3	%		25.0	%		112		31.1	%		29.8	%		1,773		568		24.2	%		24.1	%		3,574		226		225
LAC		843		23.4	%		19.0	%		289		27.1	%		24.2	%		6,714		554		21.5	%		16.5	%		3,495		360		389
US		2,308		11.8	%		11.8	%		1,913		12.8	%		12.8	%		38,860		395		6.9	%		6.9	%		3,423		504		651
Visa Inc.		5,396		16.4	%		14.0	%		3,392		16.1	%		13.9	%		59,776		2,004		16.9	%		14.1	%		12,874		1,592		1,871
Visa Credit Programs
US	$	867		4.6	%		4.6	%	$	826		7.3	%		7.3	%		9,596	$	41		-30.7	%		-30.7	%		65		198		256
Rest of World		1,403		18.2	%		12.8	%		1,224		18.0	%		12.6	%		15,347		179		19.3	%		14.2	%		641		444		504
Visa Inc.		2,270		12.6	%		9.6	%		2,050		13.4	%		10.5	%		24,943		220		5.3	%		2.2	%		706		641		760
Visa Debit Programs
US	$	1,442		16.6	%		16.6	%	$	1,087		17.5	%		17.5	%		29,264	$	355		14.0	%		14.0	%		3,358		307		395
Rest of World		1,684		21.6	%		18.1	%		254		34.1	%		29.6	%		5,569		1,430		19.7	%		16.3	%		8,810		644		715
Visa Inc.		3,126		19.3	%		17.4	%		1,341		20.3	%		19.6	%		34,833		1,785		18.5	%		15.8	%		12,168		951		1,111

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

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

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, 2012		15	%		16	%
Dec 31, 2011		12	%		13	%
Sep 30, 2011		19	%		15	%
Jun 30, 2011		20	%		14	%
Mar 31, 2011		16	%		13	%
12 Months Ended
Mar 31, 2012		16	%		15	%
Mar 31, 2011		17	%		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, 2012		13,038		8	%
Dec 31, 2011		13,600		8	%
Sep 30, 2011		13,263		9	%
Jun 30, 2011		13,038		11	%
Mar 31, 2011		12,040		13	%
12 Months Ended
Mar 31, 2012		52,939		9	%
Mar 31, 2011		48,460		15	%

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, 2012		1,281		26	%
Dec 31, 2011		1,235		25	%
Sep 30, 2011		1,088		31	%
Jun 30, 2011		1,045		38	%
Mar 31, 2011		1,018		38	%
12 Months Ended
Mar 31, 2012		4,649		29	%
Mar 31, 2011		3,592		36	%

16

EX-99.2

Visa Inc.

Fiscal Second Quarter

Financial Results

May 2, 2012

Exhibit 99.2

Second Quarter Fiscal 2012 Financial Results

2

Forward-Looking Statements

This presentation contains forward–looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These

statements

can

be

identified

by

the

terms

“expect,”

“will,”

“continue”

and

similar

references

to

the

future.

Examples

of

such

forward–looking

statements

include,

but

are

not

limited

to,

statements

we

make

about

our

revenue,

incentive

payments,

expenses,

operating

margin,

tax

rate,

earnings

per

share,

capital

expenditures, free cash flow and and the growth of those items.

By their nature, forward-looking statements: (i)

speak only as of the date they are made, (ii)

are neither statements of historical fact nor guarantees of

future performance and (iii)

are subject to risks, uncertainties, assumptions and changes in circumstances that are difficult to predict or quantify. Therefore,

actual results could differ materially and adversely from those forward-looking statements because of a variety of factors, including the following:

•

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

•

rules capping debit interchange reimbursement fees promulgated under the Reform Act;

•

rules under the Reform Act expanding issuers' and merchants' choice among debit payment networks;

•

U.S. government and other parties' reactions to the changes we have made to our business in

response to the Reform Act;

•

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

•

rules about consumer privacy and data use and security;

•

developments in current or future litigation or government enforcement, including interchange, antitrust and tax disputes;

•

economic factors, such as:

•

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

•

other global economic, political and health conditions;

•

cross-border activity and currency exchange rates; and

•

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

•

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

•

system developments, such as:

•

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

•

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

•

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

•

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

•

loss of organizational effectiveness or key employees;

•

failure to integrate recent acquisitions successfully or to effectively launch new products and businesses;

•

changes in accounting principles or treatments; and

the other factors discussed in our most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission. You should not

place undue reliance on such statements. Unless required to do so by law, we do not intend to update or revise any forward–looking statement, because of

new information or future developments or otherwise.

Second Quarter Fiscal 2012 Financial Results

3

Solid Fiscal Second Quarter Results

•

Strong operating revenues of $2.6 billion, up 15% over prior year

•

Adjusted quarterly net income of $1.1 billion, up 23%, and adjusted diluted

earnings per share of $1.60, up 30% over prior year

•

Continued positive secular trends and spending momentum contributed to 

growth in key underlying business drivers

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

Second Quarter Fiscal 2012 Financial Results

4

Payments Volume

US$ in billions, nominal, except percentages

YOY Change

(nominal)

12%

9%

11%

YOY Change

(constant)

11%

12%

9%

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

submitted volume information may be updated. Prior period updates are not material. Constant dollar growth rates exclude the impact of foreign

currency fluctuations against the U.S. dollar in measuring performance.

ROW = Rest of World

Quarter ended December

Second Quarter Fiscal 2012 Financial Results

5

Payments Volume

US$ in billions, nominal, except percentages

YOY Change

(nominal)

14%

7%

11%

YOY Change

(constant)

11%

14%

7%

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 sum due to rounding.

ROW

=

Rest

of

World

Quarter ended March

Second Quarter Fiscal 2012 Financial Results

6

Payments Volume

US$ in billions, nominal, except percentages

YOY Change

(nominal)

15%

5%

7%

15%

29%

YOY Change

(constant)

7%

12%

6%

21%

37%

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

Second Quarter Fiscal 2012 Financial Results

7

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 sum due to rounding.

YOY Change

(nominal)

16%

7%

6%

19%

36%

YOY Change

(constant)

13%

9%

6%

25%

42%

Quarter ended March

Second Quarter Fiscal 2012 Financial Results

8

Transactions

in millions, except percentages

Quarter ended December

Quarter ended March

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.

YOY

Change

8%

8%

8%

8%

Second Quarter Fiscal 2012 Financial Results

9

Total Cards

in millions, except percentages

YOY

Change

9%

6%

1%

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

Quarter ended December

Second Quarter Fiscal 2012 Financial Results

10

Revenue –

Q2 2012

US$ in millions, except percentages

YOY

Change

10%

15%

14%

Note: Growth rates and percentage of gross revenues calculated based on whole numbers, not rounded numbers.

FY12 % of Gross

Revenues

16%

84%

Second Quarter Fiscal 2012 Financial Results

11

Revenue Detail –

Q2 2012

US$ in millions, except percentages

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

YOY

Change

12%

17%

13%

14%

Second Quarter Fiscal 2012 Financial Results

12

Operating Margin –

Q2 2012

US$ in millions, except percentages

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

YOY

Change

13%

16%

15%

NM

Second Quarter Fiscal 2012 Financial Results

13

Operating Expenses –

Q2 2012

US$ in millions, except percentages

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

YOY

Change

6%

16%

28%

NM

12%

(7%)

23%

Second Quarter Fiscal 2012 Financial Results

14

Other Financial Results

•

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

investment securities of $8.9 billion at the end of the fiscal second

quarter, which includes $4.3 billion of restricted cash in the litigation

escrow account

•

Free cash flow of $1.1 billion for the fiscal second quarter

•

Capital expenditures of $61 million during the fiscal second quarter

Second Quarter Fiscal 2012 Financial Results

15

Financial Metrics for Fiscal Year 2012

Second Quarter Fiscal 2012 Financial Results

16

Financial Metrics for Fiscal Year 2012

*

Excludes the impact of one-time non-cash remeasurement of our existing net deferred tax liabilities,

which would

decrease the GAAP tax rate to 29% to 30%. These deferred tax liabilities are primarily associated with indefinite-lived

intangible assets recorded as part of Visa’s October 2007 reorganization.

Appendix

Reconciliation of

Non-GAAP Measures

Second Quarter Fiscal 2012 Financial Results

Reconciliation of Non-GAAP

Financial Results

US$ in millions, except per share data

During the three months ended March 31, 2012, the state of California approved certain changes to its state tax

apportionment

rules,

effective

retroactively

to

the

beginning

of

fiscal

2012,

which

lowered

our

overall

state

tax

rate.

As a result, in our income tax provision for the three months ended March 31, 2012, we recorded a one-time, non-

cash

benefit

of

$208

million

resulting

from

the

remeasurement

of

our

existing

net deferred

tax

liabilities

primarily

associated with $11 billion of indefinite-lived intangible assets previously recorded to reflect our reorganization in

2007. This adjustment has no cash impact to us. Management therefore believes that the resulting net income

recorded is not indicative of Visa’s financial performance in the current or future periods. Management believes the

presentation of adjusted net income and adjusted diluted earnings per share provides a clearer understanding of our

operating performance for the periods.

A1

Net income

attributable to

Visa Inc.

Fully-diluted

earnings per

share

(1)

Net income

attributable to

Visa Inc.

Fully-diluted

earnings per

share

(1)

As reported

$1,292

$1.91

$2,321

$3.40

Impact of deferred tax adjustment

(208)

(0.31)

(208)

(0.30)

Adjusted

$1,084

$1.60

$2,113

$3.09

Weighted-average number of diluted shares (as reported)

676

683

(1)

Earnings per share figures calculated based on whole numbers, not rounded numbers.

Six Months Ended

March 31, 2012

Three Months Ended

March 31, 2012

Note: There were no comparable adjustments in the three months ended March 31, 2011. As such, we do not present adjusted results for that period.

Second Quarter Fiscal 2012 Financial Results

Reconciliation of Non-GAAP

Financial Results

A2

As discussed in the previous slide, during the three months ended March 31, 2012, we recorded a one-time,

non-cash benefit resulting from the remeasurement of our existing net deferred tax liabilities. This adjustment

has

no

cash

impact

to

us.

Management

therefore

believes

that

the

resulting

benefit

recorded

in

our

effective

income tax rates is not indicative of our financial performance in the current or future periods. Management

believes the presentation of our adjusted effective income tax rates provides a clearer understanding of our

operating performance for these periods.

Three Months

Ended

March 31,

2012

(1)

Six Months

Ended

March 31,

2012

(1)

Effective income tax rate (as reported)

19.7%

28.1%

Remeasurement of deferred tax liabilities

12.9%

6.4%

Adjusted effective income tax rate

32.6%

34.6%

(1)

Effective income tax rate calculated based on whole numbers, not rounded numbers.

Note: There were no comparable adjustments in the three months ended March 31, 2011. As such, we do not present adjusted results for that period.

Second Quarter Fiscal 2012 Financial Results

Calculation of Free Cash Flow

US$ in millions

A3

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

Additions (+) /

Reductions (-) to

Net income

attributable to

Visa Inc.

Net income attributable to Visa Inc. (as reported)

1,292

2,321

Capital Assets

+

Depreciation and amortization

80

160

-

Capital expenditures

(61)

(127)

19

33

    Litigation

+

Litigation provision

-

-

+

Accretion expense

-

1

-

Settlement payments

(70)

(140)

+

Settlement payments funded by litigation escrow

70

140

-

1

Share-based Compensation

+

Share-based compensation

38

76

Pension

+

Pension expense

11

22

-

Pension contribution

-

-

11

22

Taxes

+

Income tax expense

317

907

-

Income taxes paid

(1,014)

(1,071)

(697)

(164)

Changes in Working Capital

(1)

+/-

Changes in other working capital accounts

413

151

Total Free Cash Flow

1,076

2,440

Three Months Ended

March 31, 2012

Six Months Ended

March 31, 2012