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 Company's 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.

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 gf 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 next-generation 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 $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 Company's 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.

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 Company's 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.