Visa Inc.

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

Adjusted quarterly net income of $1 billion or $1.54 per diluted class A common share, excluding special item Adjusted full-year 2012 net income of $4.2 billion or $6.20 per diluted class A common share, excluding special items GAAP quarterly net income of $1.7 billion or $2.47 per diluted class A common share, including special item Full-year 2012 GAAP net income, including special items, was $2.1 billion or $3.16 per diluted class A common share The Company authorizes a new $1.5 billion repurchase program and increases quarterly dividend payment by 50%

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

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

GAAP net income for the full-year 2012 was $2.1 billion, which included several special items: a one-time non-cash deferred tax adjustment of $208 million during the fiscal second quarter; a covered litigation provision of $4.1 billion and related tax benefits during the fiscal third quarter; and the reversal of previously recorded tax reserves which totaled $627 million during the fiscal fourth quarter. Diluted class A common stock earnings per share was $3.16. On an adjusted basis, excluding the aforementioned special items, net income for the full-year 2012 was $4.2 billion, an increase of 19% over the prior year. Adjusted diluted class A common stock earnings per share was $6.20, an increase of 24% over the prior year. The weighted-average number of diluted class A common shares outstanding for the full year was 678 million.
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GAAP net operating revenue in the fiscal fourth quarter of 2012 was $2.7 billion, an increase of 15% over the prior year. Currency fluctuations contributed a negative 1 percentage point of growth towards quarterly net operating revenues.

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

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

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

Fiscal Fourth Quarter 2012 Financial Highlights:

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

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

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

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

For the fiscal fourth quarter 2012, service revenues were $1.3 billion, an increase of 14% versus the prior year, and are recognized based on payments volume in the prior quarter. All other revenue categories are recognized based on current quarter activity. Data processing revenues rose 15% over the prior year to
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$1.1 billion. International transaction revenues, which are driven by cross-border volume, grew 5% over the prior year to $796 million. Other revenues, which include the Visa Europe licensing fee, were $172 million, flat compared to the prior year. Client incentives, which are a contra revenue item, were $563 million and represent 17% of gross revenues.

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

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

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

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

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

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

Notable Events: Total as-converted class A common stock was reduced by 2.5 million shares during the three months ended September 30, 2012, which was funded from $324 million of our operating cash on hand. Of the $324 million, $174 million was used to repurchase class A common stock in the open market. In addition, we deposited $150 million from our operating cash into the litigation escrow account previously established under the retrospective responsibility plan. This deposit has the same economic effect on earnings per share as repurchasing the Company's class A common stock as it reduces the as-converted class B common stock share count.
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As announced on October 24, 2012, the Board of Directors declared a quarterly dividend in the aggregate amount of $0.33 per share of class A common stock (determined in the case of class B and class C common stock on an as-converted basis) payable on December 4, 2012, to all holders of record of the Companys class A, class B and class C common stock as of November 16, 2012.

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

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

Annual net revenue growth in the low double digits; Client incentives as a percent of gross revenues: 18% to 18.5% range; Marketing expenses: Under $1 billion; Adjusted annual operating margin of about 60%; Tax rate: 30% to 32% range; Adjusted annual diluted class A common stock earnings per share growth: High teens; Capital expenditures: $425 million to $475 million range; and Annual free cash flow about $5 billion.

Fiscal Fourth Quarter and Full-Year 2012 Earnings Results Conference Call Details: Visas 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 worlds most advanced processing networksVisaNetthat is capable of handling more than 24,000 transaction messages a second, with fraud protection for consumers and guaranteed payment for merchants. Visa is not a bank and does not issue cards, extend credit or set rates and fees for consumers. Visas innovations, however, enable its financial institution customers to offer consumers more choices: pay now with debit, ahead of time with prepaid or later with credit products. For more information, visit www.corporate.visa.com.

Forward Looking Statements: This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified by the terms continue, expect, will, see, and similar references to the future. Examples of such forward-looking statements include, but are not limited to, statements we make about our revenue opportunities and about our revenue, earnings per share, incentive payments, expenses, operating margin, tax rate, capital expenditures and free cash flow and the growth of those items. By their nature, forward-looking statements: (i) speak only as of the date they are made, (ii) are neither statements of historical fact nor guarantees of future performance and (iii) are subject to risks, uncertainties, assumptions and changes in circumstances that are difficult to predict or quantify. Therefore, actual results could differ materially and adversely from those forward-looking statements because of a variety of factors, including the following: the impact of laws, regulations and marketplace barriers, including: rules capping debit interchange reimbursement fees promulgated under the U.S. Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act; rules under the Dodd-Frank Act expanding issuers and merchants choice among debit payment networks; increased regulation outside the United States and in other product categories; increased government support of national payment networks outside the United States; and rules about consumer privacy and data use and security; developments in current or future litigation and government enforcement, including those affecting interchange reimbursement fees, antitrust and tax disputes; economic factors, such as: an increase or spread of the current European crisis involving sovereign debt and the euro; the so-called fiscal cliff in the United States: the combination of expiring tax cuts and mandatory reductions in federal spending at the end of 2012; other global economic, political and health conditions; cross-border activity and currency exchange rates; and material changes in our clients performance compared to our estimates; industry developments, such as competitive pressure, rapid technological developments, and disintermediation from the payments value stream; system developments, such as: disruption of our transaction processing systems or the inability to process transactions efficiently; account data breaches or increased fraudulent or other illegal activities involving our cards; and issues arising at Visa Europe, including failure to maintain interoperability between our systems;
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costs arising if Visa Europe were to exercise its right to require us to acquire all of its outstanding stock; loss of organizational effectiveness or key employees; failure to integrate acquisitions successfully or to effectively launch new products and businesses; changes in accounting principles or treatments; and

the other factors discussed under the heading Risk Factors in our most recent Annual Report on Form 10K 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 forwardlooking statement, because of new information or future developments or otherwise.

Contacts: Investor Relations: Jack Carsky or Victoria Hyde-Dunn, 650-432-7644, ir@visa.com Media Relations: Will Valentine, 650-432-2990, globalmedia@visa.com

WHATEVER COMPANY

VISA INC. CONSOLIDATED BALANCE SHEETS

(UNAUDITED)
September 30, 2012 September 30, 2011

WHATEVER COMPANY

(in millions, except par value data)

Assets
Cash and cash equivalents Restricted cashlitigation escrow Investment securities Trading Available-for-sale Settlement receivable Accounts receivable Customer collateral Current portion of client incentives Deferred tax assets Prepaid expenses and other current assets Total current assets Investment securities, available-for-sale Client incentives Property, equipment and technology, net Other assets Intangible assets, net Goodwill Total assets $ $ 2,074 4,432 66 677 454 723 823 209 2,027 301 11,786 3,283 58 1,634 151 11,420 11,681 40,013 $ $ 2,127 2,857 57 1,214 412 560 931 278 489 265 9,190 711 85 1,541 129 11,436 11,668 34,760

Liabilities
Accounts payable Settlement payable Customer collateral Accrued compensation and benefits Client incentives Accrued liabilities Accrued litigation Total current liabilities Deferred tax liabilities Other liabilities Total liabilities $ 152 719 823 460 830 584 4,386 7,954 4,058 371 12,383 $ 169 449 931 387 528 562 425 3,451 4,205 667 8,323

Equity
Preferred stock, $0.0001 par value, 25 shares authorized and none issued Class A common stock, $0.0001 par value, 2,001,622 shares authorized, 535 and 520 shares issued and outstanding at September 30, 2012, and September 30,2011, respectively Class B common stock, $0.0001 par value, 622 shares authorized, 245 shares issued and outstanding at September 30, 2012 and September 30, 2011 Class C common stock, $0.0001 par value, 1,097 shares authorized, 31 and 47 shares issued and outstanding at September 30, 2012 and September 30, 2011, respectively Additional paid-in capital Accumulated income Accumulated other comprehensive income (loss), net Investment securities, available-for-sale Defined benefit pension and other postretirement plans Derivative instruments classified as cash flow hedges Foreign currency translation adjustments Total accumulated other comprehensive loss, net Total equity Total liabilities and equity $ $ 19,992 7,809 3 (186) 13 (1) (171) 27,630 40,013 $ $ 19,907 6,706 (186) 18 (8) (176) 26,437 34,760

WHATEVER COMPANY

VISA INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months Ended September 30, Twelve Months Ended September 30,

2012

2011

2012

2011

(in millions, except per share data)

Operating Revenues
Service revenues Data processing revenues International transaction revenues Other revenues Client incentives Total operating revenues $ 1,264 1,062 796 172 (563) 2,731 $ 1,105 925 758 171 (576) 2,383 $ 4,872 3,975 3,025 704 (2,155) 10,421 $ 4,261 3,478 2,674 655 (1,880) 9,188

Operating Expenses
Personnel Network and processing Marketing Professional fees Depreciation and amortization General and administrative Litigation provision Total operating expenses Operating income 471 111 271 134 89 131 2 1,209 1,522 388 106 239 115 77 95 1 1,021 1,362 1,726 414 873 385 333 451 4,100 8,282 2,139 1,459 357 870 337 288 414 7 3,732 5,456

Other Income (Expense)

Interest income (expense) Investment income Other Total other income (expense) Income before income taxes Income tax (benefit) provision Net income including non-controlling interest Loss attributable to non-controlling interest Net income attributable to Visa Inc. 57 5 4 66 1,588 (74) 1,662 1,662 (13) 1 4 (8) 1,354 476 878 2 880 29 36 3 68 2,207 65 2,142 2 2,144 (32) 108 124 200 5,656 2,010 3,646 4 3,650

Basic earnings per share

Class A common stock Class B common stock Class C common stock $ $ $ 2.48 1.05 2.48 $ $ $ 1.28 0.62 1.28 $ $ $ 3.17 1.40 3.17 $ $ $ 5.18 2.59 5.18

Basic weighted-average shares outstanding

Class A common stock Class B common stock Class C common stock 528 245 35 518 245 49 524 245 41 509 245 70

Diluted earnings per share

Class A common stock Class B common stock Class C common stock $ $ $ 2.47 1.04 2.47 $ $ $ 1.27 0.62 1.27 $ $ $ 3.16 1.39 3.16 $ $ $ 5.16 2.58 5.16

Diluted weighted-average shares outstanding

Class A common stock Class B common stock Class C common stock 672 245 35 692 245 49 678 245 41 707 245 70

WHATEVER COMPANY

VISA INC. CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)
2012 For the Years Ended September 30, 2011 2010 (in millions) 2,142 $ 3,646 $ 2,964

Operating Activities
Net income including non-controlling interest Adjustments to reconcile net income including non-controlling interest to net cash provided by (used in) operating activities: Amortization of client incentives Fair value adjustment for the Visa Europe put option Share-based compensation Excess tax benefit for share-based compensation Depreciation and amortization of intangible assets and property, equipment and technology Litigation provision and accretion Deferred income taxes Other Change in operating assets and liabilities: Settlement receivable Accounts receivable Client incentives Other assets Accounts payable Settlement payable Accrued and other liabilities Accrued litigation Net cash provided by operating activities $

2,155 147 (71) 333 4,101 (1,690) (8) (42) (161) (1,757) (26) (17) 270 (227) (140) 5,009

1,880 (122) 154 (18) 288 18 164 (104) (4) (79) (1,857) 2 29 36 129 (290) 3,872

1,560 (79) 131 (14) 265 (18) 249 (32) 203 (7) (1,386) (42) (21) (245) 165 (1,002) 2,691

Investing Activities
Purchases of property, equipment, technology and intangible assets Proceeds from disposal of property, equipment and technology Investment securities, available-for-sale: Purchases Proceeds from sales and maturities Purchases of / contributions to other investments Proceeds / distributions from other investments Acquisitions, net of cash received of $17, $22 and $147, respectively Distribution from money market investment Net cash used in investing activities (376) 2 (4,140) 2,093 (12) 22 (3) (2,414) (353) (1,910) 129 (13) 116 (268) (2,299) (241) 3 (11) 67 (17) 11 (1,805) 89 (1,904)

Financing Activities
Repurchase of class A common stock Dividends paid Deposits into litigation escrow accountretrospective responsibility plan Payments from litigation escrow accountretrospective responsibility plan Cash proceeds from exercise of stock options Excess tax benefit for share-based compensation Principal payments on capital lease obligations Payments for earn-out related to PlaySpan acquisition Principal payments on debt Net cash used in financing activities Effect of exchange rate changes on cash and cash equivalents Decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year (710) (595) (1,715) 140 174 71 (6) (14) (2,655) 7 (53) 2,127 2,074 (2,024) (423) (1,200) 280 99 18 (10) (44) (3,304) (9) (1,740) 3,867 2,127 (1,000) (368) (500) 280 56 14 (12) (12) (1,542) 5 (750) 4,617 3,867

Supplemental Disclosure of Cash Flow Information

Income taxes paid, net of refunds Amounts included in accounts payable and accrued and other liabilities related to purchases of property, equipment, technology and intangible assets Interest payments on debt $ $ $ 2,057 67 $ $ $ 1,731 36 3 $ $ $ 1,291 31 4

VISA INC. FISCAL 2012 AND 2011 QUARTERLY RESULTS OF OPERATIONS

(UNAUDITED)
Fiscal 2011 Quarter Ended September 30, 2011

WHATEVER COMPANY

September 30, 2012

Fiscal 2012 Quarter Ended June 30, March 31, 2012 2012 (in millions) $ 1,216 1,040 748 175 (614) 2,565 $ 1,241 922 733 179 (497) 2,578 $

December 31, 2011

Operating Revenues
Service revenues Data processing revenues International transaction revenues Other revenues Client incentives Total operating revenues $ 1,264 1,062 796 172 (563) 2,731 1,151 951 748 178 (481) 2,547 $ 1,105 925 758 171 (576) 2,383

Operating Expenses
Personnel Network and processing Marketing Professional fees Depreciation and amortization General and administrative Litigation provision Total operating expenses Operating income (loss) 471 111 271 134 89 131 2 1,209 1,522 435 102 242 99 84 112 4,098 5,172 (2,607) 431 103 170 82 80 106 972 1,606 389 98 190 70 80 102 929 1,618 388 106 239 115 77 95 1 1,021 1,362

Other Income (Expense)

Interest income (expense) Investment income Other Total other income (expense) Income (loss) before income taxes Income tax (benefit) provision Net income (loss) including non-controlling interest Loss attributable to non-controlling interest Net income (loss) attributable to Visa Inc. 57 5 4 66 1,588 (74) 1,662 1,662 (11) 12 (1) (2,607) (768) (1,839) (1,839) (7) 9 1 3 1,609 317 1,292 1,292 (10) 10 (1) (1) 1,617 590 1,027 2 1,029 (13) 1 4 (8) 1,354 476 878 2 880

VISA INC. Reconciliation of Non-GAAP Financial ResultsFull Year

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

Reversal of tax reserves. During the fourth quarter of fiscal 2012, we reversed all previously recorded tax reserves and accrued interest associated with uncertainties related to the deductibility of covered litigation expense recorded in fiscal 2007 through the third quarter of fiscal 2012. This increased our net income for the fourth quarter of fiscal 2012 by $627 million. The reversed tax reserves included $301 million originally recorded in the third quarter of fiscal 2012; therefore, the full-year impact of this adjustment was only $326 million. Litigation provision. During the third quarter of fiscal 2012, we recorded a litigation provision of $4.1 billion and related tax benefits associated with the interchange Multidistrict Litigation Proceedings, which are covered by the retrospective responsibility plan. Monetary liabilities from settlements of, or judgments in, the covered litigation will be paid from the litigation escrow account. Deferred tax adjustment. During the second quarter of fiscal 2012, we benefited from a one-time non-cash adjustment of $208 million related to the remeasurement of our net deferred tax liabilities attributable to changes in the California state apportionment rules. Revaluation of Visa Europe put option. During the third quarter of fiscal 2011, we recorded a decrease of $122 million in the fair value of the Visa Europe put option, which resulted in the recognition of non-cash, non-operating other income. This amount is not subject to income tax and therefore had no impact on our reported income tax provision.

The following table presents our adjusted financial results for the years ended September 30, 2012 and 2011(1). Twelve months ended September 30, Operating Expenses 2012 As reported Reversal of tax reserves Litigation provision Impact of deferred tax adjustment Revaluation of Visa Europe put option Adjusted Diluted weighted-average shares outstanding (as reported)
(1)

2011 $ 3,732 $ 3,732 -

Operating Margin(2) 2012 2011 21% 39% 60% 59% 59%

Net Income Attributable to Visa Inc. 2012 2011 $ 2,144 (326) 2,593 (208) $ 4,203 $ $ 3,650 (122) 3,528

Diluted Earnings Per Share 2012 2011 $ 3.16 (0.48) 3.82 (0.31) $ 6.20 678 $ $ 5.16 (0.17) 4.99 707

8,282 (4,098) -

4,184

(2)

Figures in the table may not recalculate exactly due to rounding. Diluted earnings per share figures are calculated based on whole numbers, not the rounded numbers presented. Operating margin is calculated as operating income divided by total operating revenues.

VISA INC. Reconciliation of Non-GAAP Financial ResultsEffective Tax Rate

US$ in millions, except effective tax rate
Our financial results for fiscal 2012 reflect the impact of several special items that we believe are not indicative of our financial performance in the current or future years, as they are either non-recurring, have no cash impact or are related to amounts covered by the retrospective responsibility plan. As such, we have presented our adjusted effective income tax rate in the table below, which we believe provides a clearer understanding of our operating performance for the fiscal year. Our adjusted effective income tax rate for fiscal 2012 excludes: the reversal of previously recorded tax reserves and accrued interest associated with uncertainties related to the deductibility of covered litigation expense; additional covered litigation provision recorded; and a one-time, noncash benefit from the remeasurement of existing net deferred tax liabilities attributable to changes in the California state apportionment rules. Fiscal 2012 Income Before Income Taxes $ 2,207 (43) 4,098 $ 6,262 Income Tax Provision $ 65 283 1,505 208 $ 2,061 Effective income tax rate 3%

As reported Reversal of tax reserves Litigation provision Remeasurement of net deferred tax liabilities Adjusted

33%