Visa (V) 8-K Visa Inc. Posts Strong Fiscal First Quarter 2009 Earnings Results and Reaffirms 2009 Adjusted Diluted Earnings Per Share Guidance

Visa Inc.

Fiscal First Quarter 2009

Financial Results

February 4, 2009

Exhibit 99.2

2

Fiscal Q1 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

of

a

variety

of

factors,

including

all

the

risks

discussed

in

Part

1,

Item

1A

–

“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.

3

Fiscal Q1 2009 Earnings Results

3

Solid Fiscal First Quarter Results

•

Adjusted quarterly net income of $599 million or adjusted diluted

earnings of $0.78 per share

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

•

Strong operating revenues of $1.7 billion, up 17%

•

Continued positive secular trends

•

Business model resilience despite economic slowdown

4

Fiscal Q1 2009 Earnings Results

$623

$412

$212

$452

$249

$701

Total Visa Inc.

Credit

Debit

2008

2009

Quarter ended September

US$ in billions, nominal

YOY

Growth

Payments

Volume

–

Q1

2009

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

ROW

(Rest of World)

ROW

$235

$239

U.S.

$388

U.S.

$421

U.S.

ROW

U.S.

U.S.

$280

$206

$206

ROW

U.S.

$213

$182

ROW  $29

$208

12%

10%

18%

ROW $41

5

Fiscal Q1 2009 Earnings Results

$388

$140

$38

$42

$15

$163

$51

$44

$21

$421

United States

Asia Pacific (AP)

Latin America and

Caribbean (LAC)

Canada

Central and

Eastern Europe,

Middle East and

Africa (CEMEA)

2008

2009

Quarter ended September

US$ in billions, nominal

YOY

Growth

Payments Volume –

Q1 2009

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

9%

16%

33%

7%

39%

6

Fiscal Q1 2009 Earnings Results

12,799

8,645

9,094

9,590

9,797

14,483

Total Transactions

Processed Transactions

Processed Transactions

2008

2009

Quarter ended September

in millions

YOY

Growth

Transactions –

Q1 2009

13%

11%

8%

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 December

Debit

Credit

61%

39%

7

Fiscal Q1 2009 Earnings Results

769

757

1,526

864

1,676

812

Credit

Debit

Visa Inc.

2008

2009

Quarter ended September

in millions

YOY

Growth

Total Cards

6%

14%

10%

8

Fiscal Q1 2009 Earnings Results

$1,738

($250)

$1,488

($269)

$2,008

$1,739

2008

2009

Revenue Detail –

Q1 2009

US$ in millions

Gross

Revenues

Incentives

Net Operating

Revenues

16%

8%

17%

YOY

Growth

9

Fiscal Q1 2009 Earnings Results

$732

$492

$381

$133

$554

$793

$505

$156

2008

2009

Revenue Detail –

Q1 2009

US$ in millions

Service Revenues

Data

Processing

Revenues

International

Transaction

Revenues

Other

Revenues

YOY

Growth

8%

13%                        33%

17%

10

Fiscal Q1 2009 Earnings Results

$1,488

$757

$731

$1,011

$1,739

$728

Net Operating

Revenues

Total Operating

Expenses

Operating Income

Adjusted

Operating

Margin

–

Q1

2009

US$ in millions

YOY

Growth

9 ppts

17%                   (4%)

38%

Note: Adjusted operating expenses exclude certain litigation reserves, restructuring charges and purchase amortization.

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

49%

58%

Operating Margin

2008

2009

11

Fiscal Q1 2009 Earnings Results

$256

$83

$210

$74

$89

$45

$63

$93

$248

$210

$79

$35

2008

2009

Adjusted

Operating

Expenses

–

Q1

2009

US$ in millions

Personnel

Network,

EDP &

Communications

Advertising,

Marketing &

Promotion                    

Depreciation

and

Amortization

Administrative

and Other

(3%)                  12%                    0%                  (11%)                (22%)               (15%)

Note: Adjusted operating expenses exclude certain litigation reserves, restructuring charges and purchase amortization.

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

YOY

Growth

Professional

and

Consulting

Fees

12

Fiscal Q1 2009 Earnings Results

Other Financial Results

•

Capital expenditures during the fiscal first quarter 2009 were 

$68 million

•

Cash, cash equivalents, restricted cash and investment

securities available-for-sale of $5.6 billion

–

$2.6 billion of restricted cash for litigation escrow

–

$2.7 billion paid in October redemption of European

class C shares

–

$1.1 billion funding of the litigation escrow which has the

effect of a repurchase of approximately 20.8 million class A

common share equivalents from the Company’s class B

shareholders

13

Fiscal Q1 2009 Earnings Results

13

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

M  

FY 2010:  3 -

4% of

gross revenue

FY 2009: high single

digits  

FY 2010:  11-15%

Mid-to-High

40% range

Appendix –

Reconciliation of

Non-GAAP Measures

15

Fiscal Q1 2009 Earnings Results

15

Adjusted Operating Income and Net Income

US$ in millions

(1)

(2)

(3)

(4)

(5)

(6)

(7)

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 40% 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.

Net income (as reported)

$

574

$

424

Addback: Income tax expense (as reported)

379

259

Net income before taxes (as reported)

$

953

$

683

Adjustments:

Restructuring

(1)

28

36

Asset step-up amortization

(2)

17

17

Adjustments to operating income

45

53

Interest

accretion

on

American

Express

settlement

(3)

10

23

Interest

expense

on

Discover

settlement

(4)

3

-

Investment

income

on

Litigation

Escrow

and

EU

proceeds

(5)

(13)

-

Underwater

contract

(LIBOR

adjustment)

(6)

-

(8)

Adjustments to non-operating income

-

15

Total adjustments

45

68

Adjusted net income before tax

998

751

Adjusted

income

tax

expense

(7)

(399)

(308)

Adjusted net income

$

599

$

443

Operating income (as reported)

$

966

$

678

Addback: Adjustments to operating income

45

53

Adjusted operating income

$

1,011

$

731

Operating revenues (as reported)

$

1,739

$

1,488

Adjusted operating margin

58%

49%

Total operating expenses (as reported)

$

773

$

810

Less: Adjustments to operating expenses

(45)

(53)

Adjusted operating expenses

$

728

$

757

December 31, 2008

For the Three Months

Ended 

For the Three Months

Ended 

December 31, 2007

16

Fiscal Q1 2009 Earnings Results

Reconciliation of Non-GAAP

Adjusted Operating Expenses

US$ in millions

Actual

Personnel

$

275

$

(27)

(1)

$

248

$

283

$

(27)

(1)

$

256

Network, EDP and communications

93

-

93

83

-

83

Advertising, marketing and promotions

210

-

210

210

-

210

Professional and consulting fees

80

(1)

(1)

79

98

(9)

(1)

89

Depreciation and amortization

52

(17)

(2)

35

62

(17)

(2)

45

Administrative and other

63

-

63

74

-

74

Litigation provision

-

-

-

-

-

-

Total operating expenses

$

773

$

(45)

$

728

$

810

$

(53)

$

757

(1)

Restructuring

(2) 

Asset step-up amortization

For the Three Months

Ended December 31, 2008

For the Three Months

Ended December 31, 2007

Adjustments

As Adjusted

Actual

Adjustments

As Adjusted

17

Fiscal Q1 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

(1)

$     

-

(1)

$                

1

$         

-

1

$                  

Interest expense

(30)

13

(1)

(17)

(45)

23

(1)

(22)

Investment income, net

19

(13)

(2)

6

41

-

41

Other

(1)

-

(1)

8

(8)

(3)

-

Total other (expense) income

(13)

$   

-

(13)

$             

5

$         

15

20

$              

(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)

For the Three Months

Ended December 31, 2008

For the Three Months

Ended December 31, 2007

(1)

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

18

Fiscal Q1 2009 Earnings Results

18

Adjusted Diluted Earnings per Share

Class A Common Stock

•

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,

initial

public

offering

and

other

non-recurring

events.

These

measures

also

adjust

for

expenses

related

to

covered

litigation

that

will

be

funded

by

the

litigation

escrow

account.

These

items

have

an

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

weighted

average

number

of

diluted

class

A

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

redeemed

in

October

2008.

Management

believes

this

non-GAAP

presentation

provides

the

reader

with

a

clearer

understanding

of

our

per

share

results

by

excluding

these

redeemed

shares

and

allocating

adjusted

net

income

only

to

permanent

equity.

Adjusted net income

$

599

$

443

Weighted average number of diluted

shares outstanding

772

775

Adjusted diluted earnings per share

$

0.78

$

0.57

(in millions, except per share data)

For the Three

Months Ended 

December 31, 2008

For the Three

Months Ended 

December 31, 2007