GAAP quarterly net income of $881 million or $1.23 per diluted class A common share

The Company authorized a new $1 billion share repurchase program

Annual net revenue growth: 11% to 15% range;

Client incentives as a percent of gross revenues: 16% to 16.5% range*;

Marketing expenses: Less than $900 million;

Annual operating margin: About 60%;

GAAP tax rate: 36.5% to 37% range;

Annual diluted class A common stock earnings per share growth of greater than 20%;

Capital expenditures: Between $250-$275 million; and

Annual free cash flow in excess of $3 billion.

the impact of timing and new laws, regulations and marketplace barriers, particularly the Wall Street Reform and Consumer Protection Act, including those affecting:

issuers’ and retailers’ choice among debit payment networks;

debit interchange rates;

the spread of regulation of debit payments to credit and other product categories;

the spread of U.S. regulations to other countries;

consumer privacy and data use and security; and

designation as a systemically important payment system;

developments in current or future disputes and our ability to absorb their impact, including: interchange; currency conversion; and tax;

macroeconomic factors such as:

global economic, political, health environmental and other conditions;

cross border activity and currency exchange rates; and

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

industry and systemic developments, such as:

competitive pressure on client pricing and in the payments industry generally;

bank and merchant consolidation and their increased focus on payment card costs;

disintermediation from the payments value stream through government actions or bilateral agreements;

adverse changes in our relationships and reputation;

our clients’ failure to fund settlement obligations we have guaranteed;

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

rapid technological developments;

account data breaches and increased fraudulent and other illegal activity 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 successfully CyberSource, PlaySpan or other acquisitions;

changes in accounting principles or treatment; and

Operating Revenues

Service revenues

Data processing revenues

International transaction revenues

Other revenues

Client incentives

Total operating revenues

Operating Expenses

Personnel

Network and processing

Marketing

Professional fees

Depreciation and amortization

General and administrative

Litigation provision

Total operating expenses

Operating income

Other Income (Expense)

Interest expense

Investment income, net

Other

Total other (expense) income

Income before income taxes

Income tax provision

Net income including non-controlling interest

Loss attributable to non-controlling interest

Net income attributable to Visa Inc.

Basic earnings per share

Class A common stock

Class B common stock

Class C common stock

Basic weighted-average shares outstanding

Class A common stock

Class B common stock

Class C common stock

Diluted earnings per share

Class A common stock

Class B common stock

Class C common stock

Diluted weighted-average shares outstanding

Class A common stock

Class B common stock

Class C common stock

Assets

Cash and cash equivalents

Restricted cash - litigation escrow

Investment securities

Trading

Available-for-sale

Settlement receivable

Accounts receivable

Customer collateral

Current portion of client incentives

Current portion of deferred tax assets

Prepaid expenses and other current assets

Total current assets

Restricted cash - litigation escrow

Investment securities, available-for-sale

Client incentives

Property, equipment and technology, net

Other assets

Intangible assets, net

Goodwill

Total assets

Liabilities

Accounts payable

Settlement payable

Customer collateral

Accrued compensation and benefits

Client incentives

Accrued liabilities

Current portion of long-term debt

Current portion of accrued litigation

Total current liabilities

Long-term debt

Accrued litigation

Deferred tax liabilities

Other liabilities

Total liabilities

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, 521 and 493 shares issued and outstanding at March 31, 2011, and September 30, 2010, respectively

Class B common stock, $0.0001 par value, 622 shares authorized, 245 shares issued and outstanding at March 31, 2011, and September 30, 2010

Class C common stock, $0.0001 par value, 1,097 shares authorized, 64 and 97 shares issued and outstanding at March 31, 2011, and September 30, 2010, respectively

Additional paid-in capital

Accumulated income

Accumulated other comprehensive loss, net

Investment securities, available-for-sale

Defined benefit pension and other postretirement plans

Derivative instruments classified as cash flow hedges

Foreign currency translation gain

Total accumulated other comprehensive loss, net

Total Visa Inc. stockholders’ equity

Non-controlling interest

Total equity

Total liabilities and equity

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

Share-based compensation

Excess tax benefit for share-based compensation

Depreciation and amortization of property, equipment and technology and intangible assets

Litigation provision and accretion

Net recognized gain on investment securities, including other-than-temporary impairment

Net recognized (gain) loss on other investments, including other-than-temporary impairment

Deferred income taxes

Other

Change in operating assets and liabilities:

Trading securities

Settlement receivable

Accounts receivable

Client incentives

Other assets

Accounts payable

Settlement payable

Accrued compensation and benefits

Accrued and other liabilities

Accrued litigation

Net cash provided by operating activities

Investing Activities

Acquisition, net of cash received of $18

Purchases of property, equipment and technology

Proceeds from disposal of property, equipment and technology

Distributions from money market investment

Investment securities, available-for-sale:

Purchases

Proceeds from sales and maturities

Purchases of / contributions to other investments

Proceeds / distributions from other investments

Net cash (used in) provided by investing activities

Financing Activities

Repurchase of class A common stock

Dividends paid

Deposit into litigation escrow account - retrospective responsibility plan

Payment from litigation escrow account - retrospective responsibility plan

Cash proceeds from exercise of stock options

Excess tax benefit for share-based compensation

Principal payments on debt

Principal payments on capital lease obligations

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 period

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 and technology

Interest payments on debt

Operating Revenues

Service revenues

Data processing revenues ⁽¹⁾

International transaction revenues

Other revenues ⁽²⁾

Client incentives

Total operating revenues

Operating Expenses

Personnel

Network and processing ⁽¹⁾

Marketing ⁽²⁾

Professional fees

Depreciation and amortization

General and administrative

Litigation provision

Total operating expenses

Operating income ^{(1) (2)}

Other Income (Expense)

Interest (expense) income

Investment income, net

Other

Total other (expense) income

Income before income taxes

Income tax provision

Net income including non-controlling interest

Loss attributable to non-controlling interest

Net income attributable to Visa Inc. ^{(1) (2)}

As previously announced, beginning in the first quarter of fiscal 2011, the Company changed its presentation for non-Visa transactions pass-through revenues and expenses from a gross reporting to a net reporting basis. Previously, pass-through revenues were recorded in data processing and related expenses were recorded in network and processing. This change in presentation does not impact operating income or net income attributable to Visa Inc. as revenue and expense amounts completely offset. On a quarterly basis, related fiscal 2010 revenues and expenses were $36 million in Q1, $31 million in Q2, $35 million in Q3 and $38 million in Q4. These amounts will not recur in fiscal 2011 as a result of this change in presentation.

As previously announced, as a result of certain contractual changes relating to our Visa Extras rewards platform, certain fiscal 2010 revenues recorded in other revenues, and expenses recorded in marketing, will not recur in fiscal 2011. These changes do not impact operating income or net income attributable to Visa Inc. as revenue and expense amounts completely offset. On a quarterly basis, related fiscal 2010 revenues and expenses were $31 million in Q1, $24 million in Q2, $27 million in Q3 and $7 million in Q4.

All Visa Credit & Debit

Asia Pacific

Canada

CEMEA

LAC

US

Visa Inc.