Presentation of Visa Inc., dated April 29, 2009.

Fiscal Q2 2009 Earnings Results

Safe Harbor Reminder

•

Certain statements contained in this press release are forward-looking statements within

the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E

of the Securities Exchange Act of 1934, as amended, which are subject to the “safe

harbor”

created by those sections. These statements can be identified by the terms

“anticipate,”

“believe,”

“continue,”

“could,”

“estimate,”

“expect,”

“intend,”

“may,”

“plan,”

“potential,”

“predict,”

“project,”

“should,”

“will”

and similar expressions which are intended

to identify forward-looking statements. In addition, any underlying assumptions are

forward-looking statements. Such forward-looking statements include but are not limited

to statements regarding certain of Visa’s goals and expectations with respect to adjusted

earnings

per

share,

revenue,

adjusted

operating

margin,

and

free

cash

flow,

and

the

growth rate in those items, as well as other measures of economic performance.

•

By their nature, forward-looking statements: (i) speak only as of the date they are made,

(ii) are not guarantees of future performance or results and (iii) are subject to risks,

uncertainties and assumptions that are difficult to predict or quantify. Therefore, actual

results could differ materially and adversely from those forward-looking statements as a

result

variety

factors,

including

all

the

risks

discussed

Part

Item

–

“Risk

Factors”

in our Annual Report on Form 10-K for the fiscal year ended September 30,

2008. You are cautioned not to place undue reliance on such statements, which speak

only as of the date of this presentation. Unless required to do so under U.S. federal

securities laws or other applicable laws, we do not intend to update or revise any

forward-looking statements.

Fiscal Q2 2009 Earnings Results

Solid Fiscal Second Quarter Results

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

•

Business model resilience despite economic slowdown

•

Continued positive secular trends

•

Strong operating revenues of $1.6 billion for the second quarter,

up 13%

•

Adjusted quarterly net income of $553 million or adjusted diluted

earnings of $0.73 per share

Fiscal Q2 2009 Earnings Results

$681

$450

$231

$675

$244

$431

Total Visa Inc.

Credit

Debit

2007

2008

Quarter ended December

US$ in billions, nominal

YOY

Change

Payments Volume –

Q2 2009

-1%

-4%

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 year volume information presented have not been updated, as changes

made are not material.

ROW

$268

$228

U.S.

$413

U.S.

$409

U.S.

ROW

U.S.

$266

$218

$232

ROW

U.S.

$203

$195

ROW $36

$206

ROW $38

Fiscal Q2 2009 Earnings Results

$413

$158

$47

$45

$18

$161

$47

$38

$20

$409

United States

Asia Pacific (AP)

Latin America and

Caribbean (LAC)

Canada

Central and

Eastern Europe,

Middle East and

Africa (CEMEA)

2007

2008

Quarter ended December

US$ in billions, nominal

Payments Volume –

Q2 2009 Regional

Note: Growth rates calculated based on whole numbers, not rounded numbers. From time to time, previously submitted volume information

may

updated.

Prior

year

volume

information

presented

have

not

been

updated,

changes

made

are

not

material.

-1%

-15%

12%

YOY

Change

Fiscal Q2 2009 Earnings Results

YOY

Change

8,800

9,360

Processed Transactions

2008

2009

13,620

9,094

14,898

9,797

Total Transactions

Processed Transactions

2007

2008

Quarter ended December

in millions

Transactions –

Q2 2009

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 members on their operating certificates.

Quarter ended March

Debit

Credit

61%

39%

Fiscal Q2 2009 Earnings Results

Adjusted Operating Expenses –

Q2 2009

US$ in millions

-1% 18% -9% -11% -7% -12% -100%

YOY

Change

$272

$78

$215

$75

$94

$42

$66

$92

$268

$196

$84

$39

2008

2009

Personnel

Network,

EDP and

Communications

Advertising,

Marketing and

Promotion

Professional

and

Consulting

Fees

Depreciation

and

Amortization

Administrative

and Other

Litigation

Provision

Fiscal Q2 2009 Earnings Results

FY 2009:

high

single

digits

FY 2010:

11-15%

Annual net revenue growth

Financial Metrics through Fiscal Year 2010

Annual free cash flow

Annual adjusted diluted class A common

earnings per share growth

Annual adjusted operating margin

20% +

$1 billion +

Capital Expenditures

FY 2009:

$300-350

FY 2010:

gross

revenue

FY 2009:

Low

50%

range

FY 2010:

High

40%

Low

50% range

Fiscal Q2 2009 Earnings Results

US$ in millions

(1)

Litigation reserve related to the covered litigation. Settlement of, or judgments in, covered litigation will be paid from the litigation escrow account.

(2)

(3)

(4)

(5)

(6)

(7)

(8)

Investment income earned during the period on all IPO proceeds held, including amounts held in the litigation escrow and amounts the Company used in October 2008 to redeem all

class C (series II) common stock and a portion of the class C (series III) common stock stock held by Visa Europe.

Other expense (income) recorded in the periods presented as a result of changes in the Company's estimated liability under the Framework Agreement, which governs its relationship

with Visa Europe. The changes were primarily due to movement in the LIBOR rates in the periods presented. This liability terminated after the October 2008 redemptions described

above.

Reflects a normalized tax rate of 39.5% and 41% for fiscal 2009 and 2008, respectively.

Restructuring costs associated with workforce consolidation and elimination of overlapping functions.

Non-cash amortization and depreciation of the incremental basis in technology and building assets acquired in the reorganization.

Non-cash interest expense recorded on future payments to be made under the settlement agreement with American Express. These payments will be paid from the litigation escrow

account.

Interest expense recorded on future payments to be made under the settlement agreement with Discover. These payments will be paid from the litigation escrow account.

Adjusted Operating Income and Net Income

Fiscal Q2 2009 Earnings Results

Reconciliation of Non-GAAP

Adjusted Operating Expenses

US$ in millions

Actual

Personnel

272

(4)

(1)

268

289

(17)

(1)

272

Network, EDP and communications

Advertising, marketing and promotion

196

215

Professional and consulting fees

(2)

(1)

Depreciation and amortization

(17)

(2)

(17)

(2)

Administrative and other

Litigation provision

292

(285)

(3)

Total operating expenses

766

(21)

745

1,104

(321)

783

Three Months

Ended March 31, 2008

Adjustments

As Adjusted

Actual

Adjustments

As Adjusted

(3)

Litigation Reserve

(1)

Restructuring

(2)

Asset step-up amortization

Three Months

Ended March 31, 2009

Fiscal Q2 2009 Earnings Results

Reconciliation of Non-GAAP

Adjusted Non-operating (Expense) Income

US$ in millions

Actual

Adjustments

As Adjusted

Actual

Adjustments

As Adjusted

Equity in earnings of unconsolidated affiliates

Interest expense

(30)

(1)

(19)

(41)

(1)

(18)

Investment income, net

(6)

(2)

(7)

(2)

Other

(28)

(3)

Total other income

(12)

(2)

Investment income on Litigation Escrow funds and funds used in October 2008 for the repurchase of shares from Visa Europe

(3)

Underwater contract (LIBOR adjustment)

Three Months

Ended March 31, 2009

Three Months

Ended March 31, 2008

(1)

Interest accretion on American Express Settlement and interest expense on Discover Settlement

Fiscal Q2 2009 Earnings Results

Adjusted Diluted Earnings per Share

Class A Common Stock

•

Management

believes

the

presentation

adjusted

operating

income

and

adjusted

net

income

provides

clearer

understanding

the

one-time

items

the

Company's

reorganization,

initial

public

offering

and

other

non-recurring

events.

These

measures

also

adjust

for

expenses

covered

litigation

that

will

funded

the

litigation

escrow

account.

These

items

have

impact

our

financial

results

but

are

either

non-recurring

have

operating

cash

impact.

•

Recognizing

that

have

very

complex

equity

structure

incorporating

multiple

classes

and

series

common

stock,

the

Company

has

also

presented

adjusted

diluted

class

earnings

per

calculated

below

based

adjusted

net

income

and

the

weighted

average

number

diluted

class

outstanding

the

periods

presented

(adjusted

the

prior

period

presented).

This

non-GAAP

financial

measure

has

been

presented

illustrate

our

per

results

reflecting

our

capital

structure

after

the

redemption

all

class

(series

II)

common

stock

and

portion

class

(series

III)

common

stock,

which

the

Company

redeemed

October

2008.

Management

believes

this

non-GAAP

presentation

provides

the

reader

with

clearer

understanding

our

per

results

excluding

these

redeemed

and

allocating

adjusted

net

income

only

permanent equity.

Adjusted net income

553

401

Weighted average number of diluted

shares outstanding

753

779

Adjusted diluted earnings per share

0.73

0.52

(in millions, except per share data)

Three Months Ended

March 31, 2009

Three Months Ended

March 31, 2008

Fiscal Q2 2009 Earnings Results

Calculation of Free Cash Flow

US$ in millions

Additions (+) /

Reductions (-) to

Net income

Net income (as reported)

1,110

Recurring Items:

Depreciation and amortization

108

Capital expenditures

(136)

Share-based compensation

Litigation provision

Accretion expense

Settlement payments

(1,095)

Pension expense

Pension contribution

(4)

Income tax expense

731

Income taxes paid

(324)

Non-recurring Items

(1)

Settlement payments funded by litigation escrow

939

Tax benefit on settlement payments

(342)

Settlement payments funded by Morgan Stanley

Total Free Cash Flow

1,161

(1) -

Adjustments to eliminate the cash impact of non-recurring items.

Covered Litigation

For the Six

Months Ended

March 31, 2009

Taxes

Capital Assets

Pension

Litigation