Visa (V) 8-K/A Visa Inc. Reports Fiscal Second Quarter 2008 Earnings Results

Visa Inc.

Fiscal Second Quarter 2008

Financial Results

April 28, 2008

Exhibit 99.2

2

Q2 FY 2008 Earnings Release

Safe Harbor Reminder

•

The following materials and management’s discussion of them may contain “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.

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:  (i) statements regarding certain of

Visa’s goals and expectations with respect to earnings per share, revenue, operating

margin

and

free

cash

flow

and

the

growth

rate

in

those

items,

as

well

as

other

measures

of economic performance, and (ii) statements relating to the benefits of the 2007

reorganization and the 2008 initial public offering.

•

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 of a variety of factors, including all the risks discussed under the heading “Risk

Factors”

in

our

Prospectus

dated

March

18,

2008,

filed

with

the

U.S.

Securities

and

Exchange Commission pursuant to Rule 424(b)(4) on March 19, 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.

3

Q2 FY 2008 Earnings Release

Strong Opening Quarter

•

On an adjusted basis

–

Quarterly net income of $401 million

–

48% increase in net income over 2007 period

–

Earnings per share of $0.52 on a diluted basis

•

Achieved significant year-over-year growth

–

Payments volume of 19% to $681 billion

–

Total volume of 21% to $1.1 trillion

•

Operating revenues of $1.5 billion increased 22% over 2007

period

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

4

Q2 FY 2008 Earnings Release

Legal Matters

•

FAS 5 reserve for litigation provision of $285 million recorded for

covered litigation

•

Litigation escrow account established through the deposit of $3

billion in IPO proceeds, as directed by the litigation committee

•

American Express settlement payment of $1.13 billion made in

March 2008, of which $185 million was provided by five co-

defendant banks and $945 million was funded by the litigation

escrow

5

Q2 FY 2008 Earnings Release

Payments Volume & Processed Transactions

12.8%

28.5%

45

Canada

30.5%

44.1%

47

Latin America and Caribbean (LAC)

15.1%

8,800

Visa Inc.

YOY

Growth

Processed

Transactions

Quarter ended March 2008

40.1%

44.1%

18

Central Europe, Middle East &     

Africa (CEMEA)

YOY Growth

18.5%

24.3%

12.4%

Nominal

USD

15.8%

$681

Visa Inc.

19.6%

158

Asia Pacific

12.4%

$413

United States

Constant

USD

Payments

Volume            

Quarter ended December 2007

US$ in billions, transactions in millions

6

Q2 FY 2008 Earnings Release

Q2 FY 2008

Q1 FY 2008

Q2 FY 2007

Adj. Actual

Adj. Actual

Adj. Pro forma

Net Revenues

1,453

$            

1,488

$            

1,191

$            

Total Operating Expenses

783

757

744

Operating Income

670

731

447

   Operating Margin

46.1%

49.1%

37.5%

Net Income

401

$                

443

$                

271

$                

Adjusted EPS

0.52

$              

0.56

$              

NA

Fiscal Second Quarter 2008 -

Financial Performance

Adjusted Basis

US$ in millions, excluding percentages and EPS data

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

7

Q2 FY 2008 Earnings Release

Revenue Detail

US$ in millions

Q2 FY 2008

Q2 FY 2007

Percent

Actual

Pro forma

Change

   Service fees

792

$                

614

$                

29%

   Data processing fees

494

370

34%

   International transaction fees

379

281

35%

   Other revenue

126

113

12%

Gross revenues

1,791

1,378

30%

   Incentives

(338)

(187)

81%

Net revenues

1,453

$            

1,191

$            

22%

8

Q2 FY 2008 Earnings Release

Expense Detail

Adjusted Basis

US$ in millions

Q2 FY 2008

Q2 FY 2007

Percent

Actual

Pro forma

Change

   Personnel

272

$                  

269

$                  

1%

   Network, EDP & communications

78

69

13%

   Advertising, marketing, and promotion

215

182

18%

   Professional and consulting fees

94

102

(8%)

   Depreciation and amortization

42

37

14%

   Administrative and other

75

72

4%

   Litigation provision

7

13

(46%)

Total adjusted operating expenses

783

744

5%

   Litigation provision

285

-

NM

   Restructuring

19

36

(47%)

   Purchase Amortization

17

17

-

Sub Total

321

53

Total operating expenses (as reported)

1,104

$            

797

$                

39%

Note: Restructuring contains both Personnel and Professional fees expenses associated with organizational changes.

Please see appendix for reconciliation of adjusted non-GAAP measures to the closest comparable GAAP measures.

9

Q2 FY 2008 Earnings Release

Balance Sheet

•

Cash, cash equivalents, restricted cash and investment

securities available-for-sale of $8.0 billion during the fiscal

second quarter

•

Restricted cash for litigation escrow of $2.1 billion reflects the

$945 million March payment to American Express

•

Capital expenditures during the fiscal second quarter were $166

million

•

Goodwill increased by $1.1

billion during the fiscal second

quarter

US$ in millions

10

Q2 FY 2008 Earnings Release

Financial metrics over the next three years

•

Annual net revenue growth:

11-15 %

•

Annual adjusted operating margin

(adjusted earnings before interest and taxes):

low 40 % range

•

Annual adjusted diluted class A common

earnings per share growth:

20%+

•

Annual free cash flow (cash flow from

operations plus cash reimbursements from

litigation escrow less capital spending):

$1 billion +

Appendix –

Reconciliation of Non-GAAP

Measures

12

Q2 FY 2008 Earnings Release

Quarterly Results of Operations

(1)  Visa Inc. had no operations prior to the reorganization on October 1, 2007. In order to provide insight into our operating results, the pro forma

results of operations for the prior periods have been prepared for comparative purposes assuming that the reorganization had occurred on

October 1, 2006.

Fiscal 2008

Quarter Ended

December 31,

2006

March 31, 2007

June 30, 2007

September 30,

2007

December 31,

2007

Actual

Operating Revenues

Service fees

577

$                 

614

$                 

661

$                 

730

$                 

732

$                 

Data processing fees

377

370

449

463

492

Volume and support incentives

(136)

(187)

(175)

(216)

(250)

International transaction fees

247

281

311

353

381

Other revenues

108

113

119

133

133

Total operating revenues

1,173

1,191

1,365

1,463

1,488

Operating Expenses

Personnel

273

269

293

324

283

Network, EDP, and communications

68

69

77

80

83

Advertising, marketing, and promotion

205

182

245

443

210

Professional and consulting fees

101

136

159

157

98

Depreciation and amortization

55

54

55

63

62

Administrative and other

76

73

94

105

74

Litigation provision

2

13

(1)

2,638

-

Total operating expenses

780

797

921

3,810

810

Operating income (loss)

393

394

444

(2,347)

678

Other Income (Expense)

Equity in earnings of unconsolidated affiliates

-

-

-

-

1

Interest expense

(23)

(24)

(25)

(24)

(45)

Investment income, net

40

36

56

65

41

Other

8

-

8

Total other income

17

12

39

41

5

Income (loss) before income taxes

410

406

483

(2,306)

683

Income tax expense (benefit)

161

160

184

(652)

259

Net income (loss)

249

$                 

246

$                 

299

$                 

(1,654)

$            

424

$                 

Pro forma

(1)

Fiscal 2007 Quarter Ended

US$ in millions

13

Q2 FY 2008 Earnings Release

For theThree

Months Ended 

For the Six

Months Ended 

March 31, 2007

March 31, 2007

Operating Revenues

Service fees

614

$                         

1,191

$                   

Data processing fees

370

747

Volume and support incentives

(187)

(323)

International transaction fees

281

529

Other revenues

113

221

           Total operating revenues

1,191

2,365

Operating Expenses

Personnel

269

542

Network, EDP, and communications

69

137

Advertising, marketing, and promotion

182

387

Professional and consulting fees

136

237

Depreciation and amortization

54

109

Administrative and other

74

150

Litigation provision

13

15

          Total operating expenses

797

1,577

Operating income

394

788

Other Income (Expense)

Interest expense

(24)

(48)

Investment income, net

36

76

         Total other income

12

28

Income before income taxes and minority interest

406

816

Income tax expense

160

321

Net income

246

$                         

495

$                      

(1)  Visa Inc. had no operations prior to the reorganization on October 1, 2007. In order to provide insight into our operating results, the pro forma

results of operations for the prior periods have been prepared for comparative purposes assuming that the reorganization had occurred on

October 1, 2006. These pro forma statements of operations have been prepared in accordance with Statement of Financial Accounting

Standards No. 141, "Business Combinations."

Pro Forma Results of Operations

(1)

US$ in millions

14

Q2 FY 2008 Earnings Release

Adjusted Operating Income and Net Income

US$ in millions

For the three Months

Ended 

For the Six Months

Ended 

Pro forma for the

Three Months

Ended

March 31, 2008

March 31, 2008

March 31, 2007

Net income (as reported)

314

$                                

738

$                         

246

$                     

Addback: Income tax expense (as reported)

56

315

160

Net income before taxes and minority interest (as reported)

370

$                                

1,053

$                      

406

$                     

Adjustments:

Covered litigation reserve

(1)

285

285

-

Restructuring

(2)

19

55

36

Asset step-up amortization

(3)

17

34

17

Adjustments to operating income

321

374

53

Interest accretion on American Express settlement

(4)

23

46

-

Investment income on IPO proceeds

(5)

(7)

(7)

-

Underwater contract (LIBOR Adjustment)

(6)

(28)

(36)

-

Adjustments to non-operating income

(12)

3

-

Total Adjustments

309

377

53

Adjusted net income before tax

679

1,430

459

Adjusted income tax expense

(7)

(278)

(586)

(188)

Adjusted net income

401

$                                

844

$                         

271

$                     

Operating income (as reported)

349

$                                

1,027

$                      

394

$                     

Addback: Adjustments to operating income

321

374

53

Adjusted operating income

670

$                                

1,401

$                      

447

$                     

Operating revenues (as reported)

1,453

$                             

2,940

$                      

1,191

$                  

Adjusted operating margin

46%

48%

38%

(1)

Litigation

expense

recorded

in

the

period

related

to

the

covered

litigation.

Settlements

of,

or

judgments

in,

covered

litigation

will be paid from the litigation escrow account.

(2)

Restructuring costs, primarily severance in fiscal 2008, associated with workforce consolidation and elimination of overlapping functions.

(3)

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

(4)

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.

(5)

Investment income earned during the period on all IPO proceeds held, including amounts the Company intends to use in October 2008 to redeem all class C (series II)

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

(6)

Other income recorded in the period as a result of a reduction in the Company's estimated liability under the Framework Agreement, which governs its relationship with

Visa

Europe.

This

reduction

was

a

result

of

lower

LIBOR

rates

in

the

period.

This

liability

will

not

continue

after

the

October

2008

redemptions.

(7)

Reflects a normalized tax rate of 41%.

Pro forma for the

Six Months

Ended

March 31, 2007

495

$                     

321

816

$                     

-

47

34

81

-

-

-

-

81

897

(368)

529

$                     

788

$                     

81

869

$                     

2,365

$                  

37%

Total operating expenses (as reported)

$                     

Less: Adjustments to operating expenses

(81)

Adjusted operating expenses

$                     

$                     

1,104

(321)

$                     

783

$                     

(374)

$                     

$                     

(53)

$                     

1,577

1,496

1,914

744

1,540

797

15

Q2 FY 2008 Earnings Release

Weighted Avg. Class A Common Stock Outstanding

Used in the Calculation of Adjusted Diluted EPS

(1) For

GAAP

purposes,

the

number

of

class

A

common

shares

outstanding

is

weighted

to

reflect

the

issuance

of

446,600,000

shares

at 

the

IPO

date

of

March

19,

2008.

In

the

calculation

of

the

adjusted

weighted

average

shares

outstanding,

these

shares

are

assumed

to have been issued at the beginning of each period presented.

(2) For GAAP purposes, the number of class B common shares outstanding is weighted to reflect the redemption of 154,738,487 shares

on

March

28,

2008

and

the

reduction

of

the

conversion

ratio

applicable

to

remaining

shares

outstanding

to

0.71

to

1.

In

the

calculation

of the adjusted weighted average shares outstanding, these shares are weighted to assume that the redemption and reduction in

conversion ratio had occurred at the beginning of each period presented.

(3) For GAAP purposes, the number of class C (series I, II, III & IV) common shares is weighted to reflect the redemption of 159,657,751

shares

of

class

C

(series

I)

common

stock

on

March

28,

2008,

and

the

reclassification

of

all

shares

of

class

C

(series

II)

common

stock

to

temporary

equity

and

35,263,585

shares

of

class

C

(series

III)

common

stock

to

liabilities

on

the

IPO

date

of

March

19,

2008. 

Upon

reclassification

of

the

class

C

(series

II)

and

class

C

(series

III)

common

stock

these

shares

are

no

longer

convertible

into

shares of class A common stock.  In the calculation of adjusted weighted average shares outstanding, these shares are weighted to

assume that the redemption and reclassifications occurred at the beginning of each period presented.

(4)  For GAAP purposes, the number of class A common shares outstanding is weighted to reflect the assumed issuance of 

class

A

common

stock

underlying

stock

options,

restricted

stock

and

restricted

stock

units

to

employees

and

directors

at

the

IPO 

date

of

March

19,

2008,

applying

the

treasury

method.

In

the

calculation

of

the

adjusted

weighted

average

shares

outstanding,

these

shares are weighted to assume the issuance of these awards at the beginning of each period presented. The assumed number of

shares underlying stock options assumed issued for adjusted non-GAAP purposes assumes the repurchase of shares at the share

price on March 31, 2008 of $62.36.

For the Three

Months Ended 

For the Six

Months Ended 

March 31, 2008

March 31, 2008

Weighted

Average

Shares

Outstanding

-

GAAP

778

762

Class A Shares

(1)

383

415

Class B Shares

(2)

(226)

(238)

Class C Shares

(3)

(161)

(165)

Class A Share Equivalents

(4)

5

5

1

17

Adjusted

Weighted

Average

Shares

Outstanding

-

Non

GAAP

779

779

Share Adjustments

(in millions)

16

Q2 FY 2008 Earnings Release

For theThree

Months Ended 

For the Six

Months Ended 

March 31, 2008

March 31, 2008

Adjusted net income

401

$                     

844

$                   

Adjusted weighted average number of diluted shares outstanding

779

779

Adjusted diluted earnings per share

0.52

$                    

1.08

$                  

(in millions, except per share data)

•

Management believes the presentation of adjusted operating income and adjusted net income provides

a clearer understanding of the one-time items related to

the Company's reorganization and initial public

offering.

These measures also adjust for

expenses related to covered litigation

that will be funded

by the

litigation escrow

account.

These

items

have

a

significant

impact

on

our

financial

results

but

are

either

non-recurring or have no operating cash impact.

•

Recognizing that we have a very complex equity structure incorporating multiple classes and series of

common stock, the Company has also

presented adjusted diluted class A earnings per share calculated

below based on adjusted net income and

the adjusted weighted average number of shares outstanding in

the periods presented.

This

non-GAAP financial measure has been presented to illustrate

our per share

results reflecting our capital structure

after the redemption of all class C (series II) common stock

and a

portion of

class

C

(series

III)

common

stock,

which

the

Company

intends

to

redeem

in

October

2008.

The

class C (series II) common stock is classified as temporary equity and the class C (series III) common

stock is classified as a liability on the Company's consolidated

balance sheet at March 31,

2008.

Management believes this non-GAAP presentation provides the reader with a clearer

understanding of our per share results

by excluding these shares to be redeemed and

allocating adjusted

net income only

to permanent equity.

Class A Common Stock

Adjusted Diluted Earnings per Share