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EQUITY RESEARCH INDUSTRY UPDATE WITH CHANGES

April 4, 2012

V and MA Preview
CONSUMER & BUSINESS SERVICES/BUSINESS SERVICES

Raising Estimates and Price Targets; Valuation Overhangs Waning


SUMMARY

In consideration of strong quarterly volume trends we are raising our estimates for V and MA. We believe fundamentals are benefiting from solid US retail sales trends and continued x-border volume strength. We raise our FY12/FY13 estimates for both companies, and expect both to affirm their respective forward outlooks. Given our favorable fundamental view as well as a waning of extraneous valuation overhangs (Durbin, Merchant Litigation) we are raising our PTs for V to $140 (from $126) and for MA to $475 (from $400). Shares remain attractive, in our view, although we expect share appreciation to largely track earnings growth from here with limited further multiple expansion.
KEY POINTS

We anticipate solid quarters for both V (2Q:FY12) and MA (1Q:FY12) as volume trends (cross-border volume, purchase volume, processed transactions) remain healthy. We expect V to affirm its FY12 outlook for low double-digit revenue growth and high-teens EPS growth, despite Durbin-related headwinds in 2H:FY12. Similarly, we anticipate MA will affirm its two-year ('12-'13) average revenue and EPS growth targets of 12-14% and 20%, respectively. Reflecting stronger volume trends, we raise our FY12E EPS for V to $6.08 from $6.05 (vs. Street of $5.97) and our FY13E EPS $0.10 to $7.09 (17% growth). For MA, we raise our FY12E EPS to $22.01 from $21.75 (vs. Street's $22.00) and our FY13E EPS to $25.86 (from $25.50). V's FY12 guidance calls for low double-digit revenue growth and high-teens EPS growth, while MA anticipates 20% constant currency EPS CAGR over the next two years. V now trades at a ~4% discount to MA. As V bears the brunt of the Durbin impact in coming quarters, we expect modestly faster revenue growth for MA (despite very difficult comps) over the next 12 months. Also, with improved clarity regarding the merchant case, MA's potential exposure appears very manageable (likely was most significant risk factor). Accordingly, we wouldn't preclude MA sustaining its modest valuation premium near term. Longer term, after V anniversaries Durbin and growth accelerates, we anticipate V could regain its valuation premium. V and MA outperformed the market during 1Q:CY12, up 16% and 13%, respectively (vs. 12% for the S&P500). After their strong recent performance, V and MA trade at ~16x and ~16.5x CY13E EPS, respectively, which we think is reasonable considering likely mid- to high-teens EPS growth over intermediate term. Given our favorable fundamental view as well as a waning of extraneous valuation overhangs, we maintain Outperform ratings and raise our PTs for V to $140 from $126 and for MA to $475 from $400.

Glenn Greene, CFA 312 360-5942


Glenn.Greene@opco.com

Brent Navon 312-360-5947

Brent.Navon@opco.com

Oppenheimer & Co. Inc. does and seeks to do business with companies covered in its research reports. As a result, investors should be aware that the firm may have a conflict of interest that could affect the objectivity of this report. Investors should consider this report as only a single factor in making their investment decision. See "Important Disclosures and Certifications" section at the end of this report for important disclosures, including potential conflicts of interest. See "Price Target Calculation" and "Key Risks to Price Target" sections at the end of this report, where applicable.
Oppenheimer & Co Inc. 85 Broad Street, New York, NY 10004 Tel: 800-221-5588 Fax: 212-667-8229

Consumer Discretionary / CONSUMER & BUSINESS SERVICES

12-18 Month Company Visa MasterCard Ticker V MA

Companies with Updates: Summary


Rating Prior Curr O O O O
2011

Annual Earnings per Share


2012E 2013E

Price Target Prior Curr $126 $400 140 475

FYE Sept Dec

Prior $4.99 $18.70

Current NC NC

Prior $6.05 $21.75

Current $6.08 $22.01

Prior $6.99 $25.50

Current $7.09 $25.86

Source: Company reports and Oppenheimer & Co. Inc. Note: All figures in U.S. dollars unless otherwise noted NC, No Change. O, Outperform; P, Perform; U, Underperform

Affirm Outperform Ratings and Raise Price Targets


Ahead of 1Q:CY12 earnings, we affirm our Outperform ratings on Visa and MasterCard as intra-quarter trends and believe the fundamental outlooks for both remain encouraging. We expect both companies to affirm their respective guidance. V and MA posted stellar share performances during CY11 with shares up 44% and 66% (vs. flat performance for the S&P 500), respectively, and have built on that with a strong start to CY12 (up ~17% and ~14%, respectively vs. S&P500 up 11%). Both stocks have benefited from significant P/E multiple expansion as the overhangs from the Durbin legislation and the Merchant litigation case subside. In our view, the stocks are responding to solid near-term and long-term growth outlooks while extraneous valuation ceilings have been removed. After their sharp recent appreciation, V and MA now trade at ~16x and ~17x our CY13 EPS estimates, respectivelyvery reasonable, in our view, considering likely mid- to high-teens EPS intermediate term growth for each. We raise our estimates for both V and MA to reflect stronger cross-border and domestic volume growth than we previously anticipated. We raise our price target for V to $140 (from $126), and for MA to $475 (from $400).

Merchant Litigation Risk Appears Less Onerous Than Originally Anticipated


As the Durbin amendment was a primary investor focus during CY10-11, the looming Merchant litigation case was front and center in investor minds heading into CY12. Recall this lawsuit dates before either V/ MA came public, and is scheduled for trial in September 2012. That said, we anticipate the parties can settle prior to the trial date. MA recorded a $770M pre-tax reserve with its 4Q11 earnings release (implies $6.4B global settlement) for its potential exposure to the merchant litigation case. We suspect consensus for a global settlement was in the range of $10-15B. As it relates to a potential monetary settlement, Visa members (not Visa Inc.) would be responsible for two-thirds while MasterCard and its members would be responsible for the remaining third. Upon its IPO, Visa established a retrospective responsibility plan which largely precludes V shareholders from litigation risk; Visa members bear responsibility. Over time, V has funded a litigation escrow account (the first line of defense) which now approximates $4.4B with a corresponding reduction in Class B as-converted shares. Currently, there are approximately 105M as-converted Class B shares, or the equivalent of ~$12.5B of value at current prices. Accordingly, approximately $17B of funding is available to cover any monetary liability accruing to the Visa membership, which appears more than sufficient.

Raising Estimates for Cross-Border and US Volume Strength


Intra-quarter Trends: MasterCard: MA's volume trends for Jan/Feb (see Exhibit 1 below), normalized for the extra day in February (leap year), were encouraging and comfortably ahead of our prior expectations. Also, we estimate the extra day in February provides a ~1.7% tailwind for the first two months (~1% for the full quarter) of the quarter. Most notably, US purchase volume growth for January/February was 15.7% (adjusted for extra day) compared to our prior growth estimate of 8.6%. We suspect solid US retail sales and large issuer wins related to Durbin are driving results. Also, cross-border volume growth was a strong ~18.7% on an adjusted basis vs. our prior estimate of 16%. Cross-border volumes are the highest margin transactions for V and MA, which is encouraging for near-term EPS growth.

Consumer Discretionary / CONSUMER & BUSINESS SERVICES

Exhibit 1: MA Volume Trends


MA Intra Quarter Volumes
Trends by Qtr End 12/10 Processed Transactions US Purchase Volume (~37% of total) Constant FX Cross-border Volume 6.3% 3.4% 18.7% 3/11 11.1% 7.2% 18.5% 6/11 17.4% 11.3% 19.3% 9/11 20.5% 13.2% 19.3% 12/11 23.2% 11.7% 17.5% Reported Jan 25.0% 13.0% 17.0% Jan/Feb 27.7% 15.7% 18.7% Same Day J/F 26.0% 14.0% 17.0% Opco Est. 1Q:12 26.5% 13.9% 17.5%

Source: Company reports, Oppenheimer & Co. Inc. Reflecting the stronger than anticipated intra-quarter volume trends, we raise our 1QFY12 EPS estimate for MA $0.07 to $5.24. We now anticipate 1Q:FY12 purchase volume growth of 14.8% Y/Y to $626B (domestic +14% Y/Y to ~$237B, international +15% Y/Y to $389B) and 70bp of Y/Y margin compression to 55%. For FY12, we raise our EPS estimate to $22.01 (up ~18% Y/Y) from $21.75 (vs. Street's $22.00) driven by ~12% revenue growth (~12% volume growth) and 60bp of margin expansion to 52.5%. Also, we raise our FY13 EPS estimate to $25.86 (17.5% Y/Y) driven by 11% revenue growth to $8.34B and 50bps of margin expansion to 53.0%. We anticipate MA will affirm its 2-year ('12-'13) compounded constant currency EPS growth objective of 20% when it reports results in May. Visa: V's volume trends thru February are also encouraging (see Exhibit 2 below). On a normalized (adjusted for extra day) basis, cross-border volume grew 16% Y/Y in February (20% reported growth including extra day), US payments volume grew 6% Y/Y (11% Credit, 4% Debit, and 10% reported growth), and Processed Transactions grew 8% Y/Y (11% reported) globally. V's intra-quarter trends imply healthy results for the quarter; although less upside compared to our prior estimates relative to MasterCard. Exhibit 2: V Volume Trends
Visa Quarterly Trends Trends by Quarter End 12/10 Processed Transactions US Purchase Volume Credit (~24% of volume) Debit (~29% of volume) Constant FX Cross-border Volume 15% 13% 7% 16% 15% 3/11 13% 12% 9% 13% 13% 6/11 11% 11% 10% 11% 14% 9/11 9% 9% 10% 8% 15% 12/11 8% 7% 10% 5% 13% 9% 7% 10% 4% 15% By Month Same Day Jan '12 Feb '12 Feb '12 11% 10% 15% 7% 20% 8% 6% 11% 4% 16% 17% Opco Est. 3/12E 9% 8%

Source: company reports and Oppenheimer estimates

Reflecting V's volume trends through February, we raise our 2Q:FY12 EPS estimate to $1.54 from $1.50 (vs. Street's $1.49), which implies 25% Y/Y EPS growth. We also raise our FY12 EPS estimate to $6.08 (up 22%), from $6.05, driven by payments volume growth of 10% Y/Y to $4,020B (domestic up 7% Y/Y to $2.15B, international +13% Y/Y to $1.87B), 60 basis points of Y/Y margin expansion to 60%, and ~4% fewer shares outstanding. We raise our FY12 revenue assumption by approximately $75M to $10.2B (11% Y/Y growth) which reflects $58M higher cross border revenue, and ~$21M higher Data processing revenue. Recall FY12 guidance calls for low double-digit revenue growth and high-teens EPS growth. We also raise our FY13 EPS estimate $0.10 to $7.09, which reflects ~10.6% revenue growth to $11.29B and 100bps of margin expansion to 61%.

Consumer Discretionary / CONSUMER & BUSINESS SERVICES

Exhibit 3: MasterCard Estimates (vs. Street)

Revenue EPS

FY12E OpCo Y/Y Chg Street Y/Y Chg $ 7,511 11.9% $ 7,546 12.4% $ 22.01 17.7% $ 22.00 17.6%

FY13E OpCo Y/Y Chg Street Y/Y Chg $ 8,343 11.1% $ 8,469 12.2% $ 25.86 17.5% $ 25.81 17.3%

Source: FactSet, Oppenheimer & Co. Inc.; note Y/Y changes reflect OPCO vs. OPCO estimates Exhibit 4: Visa Estimates (vs. Street)
FY12E OpCo Y/Y Chg Street Y/Y Chg $ 10,210 11.1% $ 10,175 11.2% $ 6.08 21.8% $ 5.97 21.3% FY13E OpCo Y/Y Chg Street Y/Y Chg $ 11,289 10.6% $ 11,331 11.4% $ 7.09 16.6% $ 7.00 17.3%

Revenue EPS

Source: FactSet, Oppenheimer & Co. Inc.; note Y/Y changes reflect OPCO vs. OPCO estimates Macro Indicators Remain Solid, Especially in the US: Below we discuss some of the primary variables that we believe influence purchase volumes. US Retail Sales Solid Thru February: Despite recent market volatility/macro concerns, US retail sales in the first two months of 1Q12 were surprisingly strong and accelerated each month from a Y/Y perspective (following 4 months of deceleration Y/Y). Unadjusted US retail sales (ex-auto) closely track US purchase volume trends as reported by Visa/MasterCard (see Exhibit 5). Thus far, the metric is up 8.0% Y/Y in 1Q:CY12 (vs. 6.5% in 1Q:CY11, 8.0% in 2Q:CY11, 8.1% in 3Q:CY11, and 6.4% in 4Q:CY11) and compares to our revised US purchase volume estimates of 8% and 14% for Visa and MasterCard, respectively. Y/Y retail sales accelerated throughout the quarter as unadjusted retail sales rose 6.0% in January and 10.0% in February (following 6.9% Y/Y in October, 6.7% Y/Y in November, and 5.8% Y/Y in December). Recall ~52% of Visa's and ~36% of MasterCard's purchase volume is generated in the US. We note that elevated gas prices (discussed later in the report) have buoyed retail sales in recent quarters: however, Y/Y comparisons are becoming increasingly difficult. Exhibit 5: Y/Y Change V/MA US Purchase Volume vs. US Retail Sales (ex-Auto)
Y/Y Change US Retail Sales (ex-Auto) vs. Visa/MasterCard US Purchase Volume

20.0% 15.0% 10.0% 5.0% 0.0%

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-5.0% -10.0%

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Visa US Purchase Volume MasterCard US Purchase Volume Unadjusted US Retail Sales and Food (ex-Auto)

Source: US Census Bureau, Company reports, Oppenheimer & Co. Inc. Cross-border/International Travel: After moderating in Oct/Nov, Y/Y airline traffic growth was solid to start the year, growing 5.5% in January (vs. 6.0% in 1Q:CY11, 10.1% in 2Q:CY11, 6.1% in 3Q:CY11, and 5.5% in 4Q:CY11), according to the International Air Transport Association (IATA). This improvement in January may reflect gradual improvement in the macro environment and appears consistent with V/ MA's solid intra-quarter cross border volume trends. We suspect gradual improvement in the macro

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Consumer Discretionary / CONSUMER & BUSINESS SERVICES

environment could serve as a tailwind for V/MA's cross-border revenue, which represents ~25% of Visa/MasterCard's gross revenue and likely represents the highest revenue/margin transaction for each company. Historically, global airline traffic has correlated with cross-border volume growth as outlined in Exhibit 6. For Visa, we expect international transaction revenue to grow ~22% Y/Y to $760M on 16.5% volume growth (~4.5pt of improved yield Y/Y) in 2Q:FY12 (end March). We estimate MasterCard's gross crossborder revenue to grow ~12% to $516M in 1Q:CY12 on 17.5% Y/Y constant currency volume growth, and a likely conservative 5% Y/Y yield decline. Exhibit 6: Global International Airline Traffic Y/Y Change vs. Est. Constant Currency Cross-border Volume Growth
IATA International Traffic and Cross Border Volume 35% 30% 25% 20% 15% 10% 5% 0% (5%) (10%) (15%)

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IATA International Traffic Visa Cross-border est. Volume MasterCard Cross-border est. Volume

Source: ATA, Company reports, Oppenheimer & Co. Inc. Gas Prices: While gasoline prices are down from the May 2011 highs, gas prices have risen the past nine weeks and should provide a very modest tailwind for Visa and MasterCard's purchase volume growth in 1Q:CY12. In aggregate, we estimate US gas purchases account for ~8% and ~6% of US purchase volume for Visa and MasterCard, respectively. As we outline in Exhibit 7, average gas prices to date in the March quarter are up 8% Y/Y to ~$3.50 per gallon (vs. +35% Y/Y to $3.73 per gallon in 2Q:CY11, +34% Y/Y to $3.59 in 3Q:CY11, and +17% to $3.32 in 4Q:CY11), according to the Energy Information Administration (EIA). Similarly, retail sales at US gas stations grew 17.7% Y/Y in 2011 (up 11% YTD thru February), according to the US Census Bureau. As we started to see this quarter, tougher comparisons in CY12 will likely diminish purchase volume tailwinds. We estimate rising gas prices in 1Q:CY12 provided a nominal purchase volume growth tailwind for Visa and MasterCard of ~30bps and ~20bps, respectively (~60bps and ~45bps tailwind to US purchase volume growth, respectively) during the quarter.

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Consumer Discretionary / CONSUMER & BUSINESS SERVICES

Exhibit 7: Average Price per Gallon of Gasoline


$4.00 $3.50 $3.00
$3.74$3.81 $3.09 $2.99 $2.95 $2.84 $2.33 $2.21

50% $3.73 $3.59 $3.50 40% $3.32 $3.25


$2.84 $2.77 $2.68 $2.68 $2.56 $2.51 $2.31

30% 20% 10% 0% -10% -20% -30% -40% -50%

Price per Gallon

$2.00 $1.50 $1.00 $0.50 $-

$1.87

1Q:07 2Q:073Q:074Q:071Q:08 2Q:083Q:084Q:081Q:09 2Q:093Q:094Q:091Q:10 2Q:103Q:104Q:101Q:11 2Q:113Q:114Q:111Q:12 to date

Quarterly Average Gasoline Price

Y/Y Change

Source: US Department of Energy, Oppenheimer & Co. Inc. International Growth: We expect international growth to continue to outpace US growth given significantly lower levels of card usage overseas. That said, intra-quarter trends reflect stronger US purchase volumes than we originally anticipated. MasterCard has greater relative exposure to international markets; we estimate that international purchase volume will comprise ~62% and ~46% of MasterCard and Visa's total purchase volume, respectively, during FY12. For perspective, Europe represents approximately 44% of MA's International volume, or ~27% of total purchase volume, which could represent a modest risk during CY12. For Visa, we anticipate 14% Y/Y international purchase volume growth to $438B (vs. 8% domestic growth to $513B) in the March quarter; for FY12, we estimate international volume growth of 12.6% Y/Y to $1.87T (vs. 7% Y/Y domestic growth to $2.1T). For FY13, we estimate international purchase volume growth of 13% and domestic purchase volume growth acceleration to 8% as the company anniversaries Durbin-related headwinds from FY12. As Visa does not own/consolidate Visa Europe, the company has very limited core Europe exposure. Such limited exposure could provide an advantage (relative to MA) if Europe deteriorates further and experiences sluggish volume trends (that said, Europe volumes have held up well in recent quarters for MA). We note that Visa's Central Europe/Middle East Africa (CEMA) volume represents <4% of V's total purchase volume. For MasterCard, we anticipate 15.4% Y/Y international purchase volume growth to $389B (vs. 13.9% growth in domestic purchase volume to $237B) in the March quarter. For CY12, we estimate international purchase volume growth of 12.4% Y/Y to $1.72T (vs. 11.4% domestic growth to $1.004T). The moderating volume growth in FY12 largely reflects MA's European exposure (~27% of total purchase volume). We project European volume growth deceleration to 6% (vs. 17% in CY11) in CY12 which considers the recent uncertainty in Europe as well as the Y/Y weakness in the euro. As shown in Exhibit 8 below, Eurozone retail sales continue to contract modestly. We note that MA's European volume held up well in 4Q (~13% C/C volume growth) despite apparent macro headwinds and decelerating volume growth from AXP (4% CC growth in EMEA region). We cannot preclude elevated volatility in the region during CY12. Accordingly, we are mindful of potential headwinds throughout CY12, but are also cognizant of MA's strong European performance in the last few quarters (~13% local currency volume growth during CY11) despite a backdrop of contracting retail sales. Also, we estimate the average 1Q euro rate implies euro depreciation of 4.3% Y/Y for the quarter, and at current spot rates euro depreciation would imply ~7% headwind in 2Q:CY12.

Y/Y Change

$2.50

Consumer Discretionary / CONSUMER & BUSINESS SERVICES

Exhibit 8: EU17/27 Quarterly Retail Sales Y/Y Trends

European Retail Sales


2.0% 1.5%
EU Retail Sales %

1.0% 0.5% 0.0% -0.5% -1.0% -1.5% -2.0% EU 17 Quarterly Retail Average EU27 Quarterly Retail Average 1Q 10 2Q 10 3Q 10 4Q 10 1Q11 2Q11 3Q11 4Q 11 1Q:12

Source: Eurostat and company reports (1Q:12 Estimates Updated through February)

Consumer Discretionary / CONSUMER & BUSINESS SERVICES

Exhibit 9: Visa Purchase Volume Estimates


FY1 0 12/10 3/11 6/11 9/11 1 QFY1 1 2 QFY1 1 3 QFY1 1 4 QFY1 1 FY1 1 12/11 3/12E 6/12E 9/12E 1 QFY1 22 QFY1 2 E QFY1 2 E QFY1 2 E FY1 2 E FY1 3 E 3 4

Purchase Volume by Region ($Bs) Asia Pacific $ 797 $ 239 $ 230 $ 246 $ 271 $ 986 $ 275 $ 261 $ 282 $ 298 $ 1,116 $ 1,253 Asia Pacific Y/Y (Nominal) 21.5% 21.9% 23.7% 15.1% 13.3% 12.2% 18.9% 24.9% 28.4% 13.8% 14.5% 10.1% Asia Pacific Y/Y (Constant Currency) 15.0% 11.5% 13.7% 17.5% Asia Pacific Q/Q 13.3% -4.0% 7.2% 10.2% 1.5% -5.0% 7.9% 5.9% Canada Canada Y/Y (Nominal) Canada Y/Y (Constant Currency) Canada Q/Q CEMEA CEMEA Y/Y (Nominal) CEMEA Y/Y (Constant Currency) CEMEA Q/Q LAC LAC Y/Y (Nominal) LAC Y/Y (Constant Currency) LAC Q/Q International Int'l Y/Y (Nominal) Int'l Q/Q US US Y/Y US Q/Q Total Visa Inc. $ Payments Volume Y/Y Chg (Nominal) 23.7% $ 190 $ 53 $ 48 $ 55 $ 55 $ 211 $ 57 $ 51 $ 57 $ 59 $ 225 $ 244 22.6% 12.8% 11.1% 6.4% 8.6% 9.1% 10.0% 12.2% 7.5% 6.4% 4.1% 7.7%
6.8% 8.2% 7.0% -9.4% 8.4% 14.6% 7.7% 0.0% 3.6% -10.4% 12.1% 3.5%

98 $ 30 $ 30 $ 35 $ 37 $ 132 $ 39 $ 38 $ 41 $ 44 $ 162 $ 197 25.6% 30.4% 34.7% 30.0% 22.6% 22.0% 30.4% 40.0% 37.0% 27.5% 17.0% 18.0%
32.2% 11.1% 31.2% 0.0% 36.7% 16.7% 36.1% 5.7% 5.4% -1.9% 7.1% 6.6%

$ 253 $ 82 $ 77 $ 86 $ 90 $ 335 $ 94 $ 88 $ 93 $ 97 $ 372 $ 424 31.1% 28.1% 32.5% 14.6% 10.8% 14.0% 32.8% 39.2% 30.4% 13.8% 7.2% 8.3%
26.7% 18.8% 22.4% 13.5% 26.1% -6.1% 20.9% -4.8% 28.7% 12.1% 26.4% 9.8% 23.8% 4.3% 27.2% 7.3% 4.4% -6.8% 13.9% -5.8% 5.6% 11.9% 7.9% 5.3% 10.1% 5.6%

$ 1,338 $ 404 $ 385 $ 422 $ 453 $ 1,664 $ 465 $ 438 $ 472 $ 499 $ 1,874 $ 2,118 24.3%
15.1% 2.6%

12.6%

13.0%

$ 1,807 $ 493 $ 477 $ 518 $ 516 $ 2,004 $ 529 $ 513 $ 552 $ 551 $ 2,146 $ 2,315 11.8% 12.6% 10.9% 7.1% 7.9% 11.6% 10.5% 9.1% 7.3% 7.7% 6.5% 6.8%
4.2% -3.3% 8.8% -0.5% 2.5% -3.0% 7.6% -0.1%

$ 3,145 $ 897 $ 861 $ 941 $ 969 $ 3,668 $ 994 $ 951 $ 1,024 $ 1,050 $ 4,020 $ 4,432 16.5% 16.8% 16.6% 10.8% 9.6% 10.3% 15.6% 17.1% 16.9% 10.5% 8.9% 8.4%

Source: company reports and Oppenheimer & Co. Inc. estimates Exhibit 10: MasterCard Purchase Volume Estimates
FY1 0 1 Q:1 1 2 Q:1 1 3 Q:1 1 4 Q:1 1 FY1 1 1 Q:1 2 E 2 Q:1 2 E 3 Q:1 2 E 4 Q:1 2 E FY1 2 E FY1 3 E Purchase Volume by Region (in billions) APMEA $ 411 $ 120 $ 132 $ 144 $ 152 $ 548 $ 150 $ 163 $ 172 $ 181 $ 666 $ 781 APMEA Y/Y (nominal) 25.9% 29.9% 40.4% 38.5% 25.6% 33.2% 25.2% 23.2% 19.5% 19.4% 21.6% 17.3% APMEA Y/Y (local) 21.6% 27.2% 27.2% 23.5% 0.0% 0.0% 0.0% 0.0% APMEA Q/Q -1.2% 10.5% 9.1% 5.6% -1.6% 8.7% 5.9% 5.4% Canada Canada Y/Y (nominal) Canada Y/Y (local) Canada Q/Q Europe Europe Y/Y (nominal) Europe Y/Y (local) Europe Q/Q Latin America Latin America Y/Y (nominal) Latin America Y/Y (local) Latin America Q/Q International Int'l Y/Y (nominal) Int'l Q/Q US US Y/Y US Q/Q $ 95 $ 24 $ 28 $ 28 $ 29 $ 109 $ 26 $ 29 $ 30 $ 31 $ 115 $ 122 14.5% 14.3% 16.7% 16.7% 11.5% 14.7% 6.6% 3.2% 6.0% 6.0% 5.4% 6.0% 7.1% 10.3% 10.7% 9.3% 0.0% 0.0% 0.0% 0.0% -7.7% 16.7% 0.0% 3.6% -11.8% 13.0% 2.6% 3.6% 604 $ 158 $ 181 $ 185 $ 184 $ 708 $ 171 $ 186 $ 191 $ 200 $ 748 $ 800 11.8% 13.3% 26.6% 20.5% 9.5% 17.2% 8.7% 2.8% 3.2% 8.5% 5.7% 7.0% 12.7% 14.1% 13.7% 12.6% 0.0% 0.0% 0.0% -6.3% 14.9% 2.2% -0.5% -7.0% 8.7% 2.6% 4.6% 126 $ 36 $ 40 $ 43 $ 45 $ 164 $ 42 $ 46 $ 48 $ 53 $ 189 $ 218 28.6% 33.3% 37.9% 34.4% 18.4% 30.2% 18.0% 15.4% 11.1% 17.3% 15.3% 15.3% 25.0% 28.0% 29.1% 24.8% -5.3% 11.1% 7.5% 4.7% -5.6% 8.7% 3.5% 10.5%

$ 1,236 $ 337 $ 381 $ 400 $ 410 $ 1,528 $ 389 $ 424 $ 440 $ 465 $ 1,718 $ 1,921 17.9% 20.8% 31.4% 27.6% 16.1% 23.7% 15.4% 11.2% 10.1% 13.3% 12.4% 11.8% -4.5% 13.1% 5.0% 2.5% -5.2% 9.0% 4.0% 5.5% 63.1% $ 813 $ 208 $ 227 $ 227 $ 239 $ 901 $ 237 $ 251 $ 252 $ 264 $ 1,004 $ 1,079 1.0% 7.2% 11.3% 13.2% 11.7% 10.9% 13.9% 10.7% 11.0% 10.3% 11.4% 7.5% -2.8% 9.1% 0.0% 5.3% -0.9% 6.1% 0.3% 4.6%

Total Purchase Volume ($ in B) Y/Y Chg (nominal)

$ 2,048 $ 545 $ 608 $ 627 $ 649 $ 2,429 $ 626 $ 675 $ 693 $ 728 $ 2,721 $ 3,000 10.6% 15.2% 23.1% 22.0% 14.5% 18.6% 14.8% 11.0% 10.5% 12.2% 12.0% 10.2%

Source: company reports and Oppenheimer & Co. Inc. estimates

Consumer Discretionary / CONSUMER & BUSINESS SERVICES

Overview of Company Outlooks


Our estimates for both V and MA are directionally consistent with company guidance. Visa: We anticipate V will affirm FY12 guidance which calls for low double-digit net revenue growth and high-teens EPS growth. The anticipated revenue growth in FY12 considers Durbin-related headwinds, price concessions to certain issuers and increased incentives toward select merchants. That said, management believes that 2H:FY12 and 1H:FY13 will bear the brunt of the regulatory impact and expects revenue growth to gain momentum in 2H:FY13. MA: We expect MA will reiterate its 2-year growth objectives (CY12-CY13) when it reports earnings in May. Recall that MA anticipates average annual net revenue growth of 12-14%, operating margins in excess of 50% (vs. 51.9% in FY11) and 20% EPS CAGR (all constant currency) in CY12 thru CY13. In addition, MA anticipates low to mid-teens annual revenue growth through 2015. This long-term revenue guidance is predicated on 10-12% market growth (6 pts from PCE growth, 4-6 pts from secular shift), with some benefit from strategic investments (e.g., mobile, e-commerce, prepaid, etc.) offset by 1 pt from MA's business mix. We expect revenue growth to moderate in CY12 toward the low teens (from ~21% growth in CY11) as MA anniversaries conversion wins, faces incremental FX headwinds based on current spot rates for the euro and the real, by our estimate, and likely more subdued European volume growth as macro concerns linger.

Valuation
Finalization of the US debit interchange/routing rules and clarity regarding potential Merchant litigation exposure removed significant overhangs on the shares and contributed to strong stock price performance for both V and MA during 2H:CY11 and into 1Q:CY12, in our view. During 1Q:CY12, V and MA appreciated 16% and ~13% respectively (vs. the S&P 500's ~12%). That said, the shares remain attractive, in our view, although we expect share appreciation to largely track earnings growth from here with limited further multiple expansion. Visa trades at ~19x (or 16.3x our CY13 EPS estimate) our revised CY12 EPS estimate of $6.34this compares to V's long-term average (NTM estimates) of ~20x. Similarly, MA trades at ~19.5x (or 16.7x our CY13 EPS estimate) our revised CY12 EPS estimate of $22.01 (vs. the long-term average of ~17.4x). V now trades at a ~4% discount to MA, well below the ~14% historical average premium Visa has enjoyed since its IPO in March 2008. We attribute Visa's historical premium (see Exhibit 11 below) to its stronger global market share (unchanged), higher operating margins (unchanged), more conservative balance sheet (unchanged), greater exposure to the faster growing emerging markets (unchanged) and greater exposure to the faster growing US debit market (headwind, i.e., Durbin). Also, V shareholders are not exposed to potential liability from the merchant litigation case whereas MA is liable for 12% of a global settlement. We expect V to bear the brunt of the Durbin impact over coming quarters (beginning in 2Q:CY12), and accordingly, revenue growth should decelerate toward high-single- to low-double-digits. Similarly, as MA laps prior-year conversion wins, and generally strong 2011 volume trends, we expect top line growth deceleration toward the low teens. In short, we expect similar revenue growth from each over the next four quarters (we expect modestly faster revenue growth for MA over next twelve months). Also with improved clarity regarding the merchant case, MA's potential exposure seems very manageable; perhaps the most notable factor impacting valuation discussion since beginning of year. Accordingly, we wouldn't preclude MA sustaining its modest valuation premium to V over the near term. That said, over the longer term, after V anniversaries Durbin headwinds and begins to see accelerating growth, we anticipate that V could regain its premium valuation. We continue to believe long-term growth prospects for both V and MA remain very favorable. Given Visa and MasterCard's strong global brand, high profitability, strong pricing power and favorable long-term secular tailwinds, we believe their shares deserve sizable valuation premiums to the market. In our view, MasterCard and Visa can deliver high-teens to 20% annual EPS growth over the intermediate term and generate very strong FCF. Our $140 PT for V is based on ~19x our revised CY13 EPS estimate, and our $475 PT for MA is based on ~18.5x our revised CY13 estimate.

Consumer Discretionary / CONSUMER & BUSINESS SERVICES

Exhibit 11: Visa/MasterCard Valuation


40.0x 35.0x 30.0x 25.0x 20.0x 15.0x 10.0x 5.0x 0.0x 60% 50% 40% 30% 20% 10% 0% -10% -20%

Source: FactSet, Oppenheimer & Co. Inc.

Durbin Implications Remain Unclear But Manageable; Appear Beneficial For MA


With the very recent implementation of interchange rate reductions (exclusivity provisions become effective in April 2012), it remains unclear how onerous the Durbin impact will be. Early indications suggest the Durbin amendment will not prove as onerous as feared and even presents an opportunity for MA to gain share in the pin Debit market. Recall, MA recently won a large issuer PIN debit conversion as a result of the network exclusivity provision (likely top 10 issuer), which already is driving incremental transactions for MA. Furthermore, the impact on debit volume as a result of issuer mitigation tactics remains hard to determine/handicap. Recent volume trends seem to indicate a shift in volume toward credit from debit; not surprising given more favorable economics for issuers. Both V and MA have provided forward guidance that considers the implications of the Durbin legislation with Visa suggesting the brunt of the adverse impact will be felt during 2H:FY12 into 1H:FY13, and anticipates growth acceleration in 2H:FY13, all else equal. Recall that US debit represents ~20% of Visa's revenue and ~15% of MA's revenue. Recall, Visa outlined its Network Participation fee for merchants that accept Visa branded cards in response to the Durbin amendment. The fee is based on merchant size (and number of locations); however, merchants will receive a price break on variable (transaction-related) fees for debit transactions. Also, certain larger merchants will likely be considered in V's incentive programs. In a nutshell, merchants should garner sizable economies of scale as more volume is routed through Visa's network. MasterCard, which has an estimated ~9% market share of US debit processing volume, plans a more deal-specific approach to gain share in the US.

10

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Visa P/E (L-Axis) MasterCard P/E (L-Axis) Visa Premium vs. MasterCard (R-Axis)

MasterCard Inc Quarterly Income Statement


($ Millions; FY ends Dec)

4/2/2012

Consumer Discretionary / CONSUMER & BUSINESS SERVICES


FY10 1Q:11 723 462 590 203 1,978 (477) 1,501 333 52 15 25 19 50 494 129 42 665 836 (10) 12 (2) (0) 836 274 562 $ 4.29 131.0 878 1Q:11 23.2% 3.6% 15.9% -1.5% 13.2% 8.4% 14.8% $ 2Q:11 809 511 630 251 2,200 (534) 1,666 347 62 16 26 22 67 540 193 49 782 884 (2) 11 (2) 7 891 284 608 4.76 127.7 933 2Q:11 24.5% 9.2% 18.1% 41.8% 20.4% 15.3% 22.1% $ 3Q:11 843 581 693 265 2,382 (564) 1,818 371 49 18 27 19 81 565 200 51 816 1,002 (7) 17 17 27 1,029 314 (1) 716 5.63 127.2 1,053 3Q:11 25.3% 7.4% 26.0% 41.8% 22.1% 8.0% 27.3% $ 4Q:11 871 540 682 281 2,374 (646) 1,728 402 72 18 26 24 55 597 319 52 968 760 (8) 12 (7) (3) 757 245 512 4.03 127.0 812 4Q:11 18.9% 14.4% 12.6% 26.8% 16.8% 8.8% 20.2% $ FY11 3,245 2,094 2,595 1,000 8,934 (2,221) 6,713 1,453 235 67 104 84 253 2,196 841 194 3,231 3,482 (27) 52 6 31 3,513 1,117 (1) 2,397 18.70 128.2 3,676 FY11 22.9% 8.7% 18.1% 26.3% 18.2% 10.0% 21.2% $ 1Q:12E 848 516 674 255 2,293 (562) 1,731 398 62 17 29 21 57 584 140 55 780 951 (5) 21 1 17 968 310 658 5.24 125.8 1,007 1Q:12E 17.3% 11.6% 14.2% 25.8% 15.9% 17.8% 15.3% $ 2Q:12E 915 568 699 284 2,466 (607) 1,860 400 67 19 31 22 61 600 212 55 867 993 (5) 22 1 17 1,010 323 687 5.51 124.8 1,048 2Q:12E 13.1% 11.2% 11.0% 13.0% 12.1% 13.6% 11.6% $ 3Q:12E 939 632 758 300 2,628 (647) 1,982 406 71 20 32 24 63 616 218 57 891 1,090 (5) 22 1 18 1,108 355 754 6.10 123.5 1,147 3Q:12E 11.4% 8.8% 9.3% 13.0% 10.3% 14.6% 9.0% $ 4Q:12E 987 604 766 317 2,674 (735) 1,939 415 70 19 31 23 62 620 351 57 1,029 910 (5) 23 1 19 929 297 632 5.17 122.3 967 4Q:12E 13.3% 11.8% 12.3% 13.0% 12.7% 13.8% 12.2% $ FY12E 3,689 2,320 2,897 1,156 10,062 (2,550) 7,511 1,619 270 75 122 90 244 2,421 921 225 3,567 3,945 (21) 88 4 71 4,016 1,285 2,731 22.01 124.1 4,169 FY12E 13.7% 10.8% 11.6% 15.6% 12.6% 14.8% 11.9% $ 1Q:13E 939 566 757 281 2,543 (631) 1,913 423 69 19 31 23 61 625 163 57 845 1,067 (0) 23 2 25 1,092 344 748 6.17 121.3 1,125 1Q:13E 10.7% 9.8% 12.3% 10.0% 10.9% 12.3% 10.5% $ 2Q:13E 1,012 644 785 312 2,753 (686) 2,068 434 74 21 33 25 66 653 246 59 958 1,109 (0) 23 3 26 1,135 358 778 6.47 120.3 1,168 2Q:13E 10.7% 13.2% 12.3% 10.0% 11.6% 13.0% 11.2% $ 3Q:13E 1,042 702 851 330 2,924 (731) 2,193 454 77 22 34 24 66 677 248 62 986 1,207 (0) 23 4 27 1,234 389 845 7.07 119.5 1,269 3Q:13E 11.0% 11.0% 12.3% 10.0% 11.3% 13.1% 10.7% $ 4Q:13E 1,099 670 853 349 2,971 (802) 2,169 449 76 22 34 24 65 669 401 61 1,132 1,037 (0) 23 5 28 1,065 336 730 6.15 118.8 1,099 4Q:13E 11.3% 11.0% 11.4% 10.0% 11.1% 9.1% 11.9% $ FY13E 4,092 2,582 3,246 1,272 11,192 (2,850) 8,343 1,760 296 83 131 96 258 2,625 1,058 239 3,922 4,421 (1) 93 14 106 4,527 1,426 3,101 25.86 119.9 4,660 FY13E 10.9% 11.3% 12.1% 10.0% 11.2% 11.7% 11.1%

Revenue Domestic assessments Cross-border volume fees Transaction processing fees Other revenues Gross Revenue Rebates and incentives Total Net Revenue Operating Expenses Personnel Professional fees Telecommunications Data processing Travel and entertainment Other Total G&A Advertising and marketing Depreciation & amortization Total Operating Expenses Operating income (loss) Other Income (Expense) Interest expense Investment income Other Total other income Pre Tax Income Income tax expense/(benefit) Net income allocated to unvested units Net income Proforma EPS Diluted shares EBITDA Revenue Y/Y Growth: Domestic assessments Cross-border volume fees Transaction processing fees Other revenues Gross Revenue Rebates and incentives Total Net Revenue Y/Y Growth: Personnel Total G&A expenses Advertising and marketing Total Operating Expenses EBITDA Operating income Net income Proforma EPS Margin Analysis % of Revenues: Personnel Advertising and marketing Total operating expense Rebates/Incentives (% of gross revs) EBITDA margin Operating margin Tax rate Net margin
Glenn Greene (312) 360-5942

2,641 1,927 2,198 791 7,558 (2,019) 5,539 1,219 204 57 90 58 229 1,857 782 148 2,787 2,752 (52) 57 5 2,757 910 3 1,845 $ 14.05 131.3 2,900 FY10 10.9% 27.7% 7.7% 0.9% 12.5% 24.8% 8.6%

-10.7% -4.0% 3.5% -1.6% 20.4% 21.4% 26.6% 25.6%

5.8% 7.9% 12.2% 9.4% 19.4% 19.4% 23.9% 23.9%

21.3% 24.7% 7.2% 20.7% 24.2% 23.4% 32.8% 36.6%

27.9% 27.3% 9.9% 23.3% 31.2% 30.7% 38.2% 42.8%

22.6% 14.4% 4.6% 11.4% 32.9% 33.6% 23.3% 27.5%

19.2% 18.3% 7.5% 15.9% 26.8% 26.5% 30.0% 33.1%

19.6% 18.3% 8.7% 17.3% 14.7% 13.8% 17.2% 22.1%

15.2% 11.1% 9.8% 10.9% 12.3% 12.2% 13.0% 15.6%

9.5% 9.1% 9.0% 9.2% 9.0% 8.8% 5.3% 8.4%

3.2% 3.9% 10.0% 6.3% 19.2% 19.8% 23.4% 28.2%

11.4% 10.2% 9.5% 10.4% 13.4% 13.3% 13.9% 17.7%

6.1% 7.0% 15.9% 8.4% 11.7% 12.2% 13.6% 17.9%

8.6% 9.0% 16.1% 10.5% 11.5% 11.8% 13.2% 17.5%

11.8% 9.8% 13.7% 10.7% 10.6% 10.7% 12.1% 15.9%

8.2% 7.8% 14.3% 10.0% 13.6% 14.0% 15.5% 18.9%

8.7% 8.4% 14.8% 9.9% 11.8% 12.1% 13.6% 17.5%

22.0% 14.1% 50.3% -26.7% 52.4% 49.7% 33.0% 33.3%

22.2% 8.6% 44.3% -24.1% 58.5% 55.7% 32.8% 37.4%

20.8% 11.6% 46.9% -24.3% 56.0% 53.1% 31.8% 36.5%

20.4% 11.0% 44.9% -23.7% 57.9% 55.1% 30.5% 39.4%

23.3% 18.5% 56.0% -27.2% 47.0% 44.0% 32.4% 29.6%

21.6% 12.5% 48.1% -24.9% 54.8% 51.9% 31.8% 35.7%

23.0% 8.1% 45.1% -24.5% 58.2% 55.0% 32.0% 38.0%

21.5% 11.4% 46.6% -24.6% 56.4% 53.4% 32.0% 36.9%

20.5% 11.0% 45.0% -24.6% 57.9% 55.0% 32.0% 38.0%

21.4% 18.1% 53.1% -27.5% 49.9% 47.0% 32.0% 32.6%

21.6% 12.3% 47.5% -25.3% 55.5% 52.5% 32.0% 36.4%

22.1% 8.5% 44.2% -24.8% 58.8% 55.8% 31.5% 39.1%

21.0% 11.9% 46.4% -24.9% 56.5% 53.7% 31.5% 37.6%

20.7% 11.3% 45.0% -25.0% 57.9% 55.0% 31.5% 38.5%

20.7% 18.5% 52.2% -27.0% 50.7% 47.8% 31.5% 33.6%

21.1% 12.7% 47.0% -25.5% 55.9% 53.0% 31.5% 37.2%

Source: Company reports and Oppenheimer estimates. Numbers are proforma

11

MasterCard Inc Quarterly Operating Metrics


Consumer Discretionary / CONSUMER & BUSINESS SERVICES
FY10 Purchase Volume by Region (in billions) APMEA $ APMEA Y/Y (nominal) APMEA Y/Y (local) APMEA Q/Q Canada Canada Y/Y (nominal) Canada Y/Y (local) Canada Q/Q Europe Europe Y/Y (nominal) Europe Y/Y (local) Europe Q/Q Latin America Latin America Y/Y (nominal) Latin America Y/Y (local) Latin America Q/Q International Int'l Y/Y (nominal) Int'l Q/Q US US Y/Y US Q/Q Total Purchase Volume ($ in B) Y/Y Chg (nominal) Y/Y Chg (local) Q/Q Chg Assessment Yield Assessment Revenue (MM) $ 411 $ 25.9% 1Q:11 120 $ 29.9% 21.6% -1.2% 24 $ 14.3% 7.1% -7.7% 158 $ 13.3% 12.7% -6.3% 36 $ 33.3% 25.0% -5.3% 337 $ 20.8% -4.5% 208 $ 7.2% -2.8% 545 $ 15.2% -3.9% 2Q:11 132 $ 40.4% 27.2% 10.5% 28 $ 16.7% 10.3% 16.7% 181 $ 26.6% 14.1% 14.9% 40 $ 37.9% 28.0% 11.1% 381 $ 31.4% 13.1% 227 $ 11.3% 9.1% 608 $ 23.1% 11.6% 3Q:11 144 $ 38.5% 27.2% 9.1% 28 $ 16.7% 10.7% 0.0% 185 $ 20.5% 13.7% 2.2% 43 $ 34.4% 29.1% 7.5% 400 $ 27.6% 5.0% 227 $ 13.2% 0.0% 627 $ 22.0% 3.1% 4Q:11 152 $ 25.6% 23.5% 5.6% 29 $ 11.5% 9.3% 3.6% 184 $ 9.5% 12.6% -0.5% 45 $ 18.4% 24.8% 4.7% 410 $ 16.1% 2.5% 239 $ 11.7% 5.3% 649 $ 14.5% 3.5% FY11 548 $ 33.2% 1Q:12E 150 $ 25.2% 0.0% -1.6% 26 $ 6.6% 0.0% -11.8% 171 $ 8.7% 0.0% -7.0% 42 $ 18.0% -5.6% 1,528 $ 23.7% 901 $ 10.9% 2,429 $ 18.6% 389 $ 15.4% -5.2% 237 $ 13.9% -0.9% 626 $ 14.8% 62.1% -3.6% 2Q:12E 163 $ 23.2% 0.0% 8.7% 29 $ 3.2% 0.0% 13.0% 186 $ 2.8% 8.7% 46 $ 15.4% 8.7% 424 $ 11.2% 9.0% 251 $ 10.7% 6.1% 675 $ 11.0% 7.9% 3Q:12E 172 $ 19.5% 0.0% 5.9% 30 $ 6.0% 0.0% 2.6% 191 $ 3.2% 0.0% 2.6% 48 $ 11.1% 3.5% 440 $ 10.1% 4.0% 252 $ 11.0% 0.3% 693 $ 10.5% 2.6% 4Q:12E 181 $ 19.4% 0.0% 5.4% 31 $ 6.0% 0.0% 3.6% 200 $ 8.5% 0.0% 4.6% 53 $ 17.3% 10.5% 465 $ 13.3% 5.5% 264 $ 10.3% 4.6% 728 $ 12.2% 5.2% 1,718 $ 12.4% 63.1% 1,004 $ 11.4% 2,721 $ 12.0% FY12E 666 $ 21.6% 1Q:13E 177 $ 18.2% 0.0% -2.6% 27 $ 6.0% 0.0% -11.8% 183 $ 7.0% 0.0% -8.3% 49 $ 16.2% -6.6% 436 $ 12.2% -6.1% 255 $ 7.5% -3.4% 691 $ 10.4% -5.1% 2Q:13E 190 $ 17.0% 0.0% 7.6% 31 $ 6.0% 0.0% 13.0% 199 $ 7.0% 0.0% 8.7% 53 $ 15.0% 7.6% 473 $ 11.6% 8.4% 270 $ 7.5% 6.1% 743 $ 10.1% 7.5% 3Q:13E 201 $ 17.0% 0.0% 5.9% 31 $ 6.0% 0.0% 2.6% 204 $ 7.0% 0.0% 2.6% 55 $ 15.0% 3.5% 492 $ 11.7% 4.0% 271 $ 7.5% 0.3% 763 $ 10.2% 2.7% 4Q:13E 212 $ 17.0% 0.0% 5.4% 33 $ 6.0% 0.0% 3.6% 214 $ 7.0% 0.0% 4.6% 61 $ 15.0% 10.5% 519 $ 11.7% 5.5% 283 $ 7.5% 4.6% 803 $ 10.2% 5.2% 1,921 11.8% 1,079 7.5% 3,000 10.2% FY13E 781 17.3%

95 $ 14.5%

109 $ 14.7%

115 $ 5.4%

122 6.0%

604 $ 11.8%

708 $ 17.2%

748 $ 5.7%

800 7.0%

126 $ 28.6%

164 $ 30.2%

189 $ 15.3%

218 15.3%

1,236 $ 17.9% 813 $ 1.0% 2,048 $ 10.6%

0.129% 0.133% 0.133% 0.134% 0.134% 0.134% 0.136% 0.136% 0.136% 0.136% 0.136% 0.136% 0.136% 0.137% 0.137% 0.136% $ 2,641 $ 723 $ 809 $ 843 $ 871 $ 3,245 $ 848 $ 915 $ 939 $ 987 $ 3,689 $ 939 $ 1,012 $ 1,042 $ 1,099 $ 4,092

Processed transactions (MM) 23,052 5,971 6,601 7,016 7,677 27,265 7,553 8,119 8,489 8,598 32,760 8,460 9,094 9,508 9,544 36,605 Y/Y Change 2.8% 11.1% 17.4% 20.5% 23.2% 18.3% 26.5% 23.0% 21.0% 12.0% 20.2% 12.0% 12.0% 12.0% 11.0% 11.7% Implied revenue per transaction $ 0.0954 $ 0.0988 $ 0.0954 $ 0.0988 $ 0.0888 $ 0.0952 $ 0.0892 $ 0.0861 $ 0.0892 $ 0.0891 $ 0.0884 $ 0.0895 $ 0.0864 $ 0.0895 $ 0.0894 $ 0.0887 Transaction processing fee revenue (MM) $ 2,198 $ 590 $ 630 $ 693 $ 682 $ 2,595 $ 674 $ 699 $ 758 $ 766 $ 2,897 $ 757 $ 785 $ 851 $ 853 $ 3,246 Total Revenue / Total Volume 0.270% 0.275% 0.274% 0.290% 0.266% 0.276% 0.277% 0.275% 0.286% 0.266% 0.276% 0.277% 0.278% 0.287% 0.270% 0.278%

Glenn Greene (312) 360-5942


Source: Company reports and Oppenheimer estimates. Numbers are proforma

12

Visa Inc Quarterly Income Statement


($ Millions; FY ends Sept)

FY10 Service revenues Data processing revenues International transaction revenues Other revenues Gross Revenue Volume and Support Incentives Total Operating Revenue Operating Expenses Personnel Network, ESP and communications Advertising, marketing & promotion Professional and consulting fees Depreciation & amortization Administrative and other Total Operating Expenses Operating income Other Income (Expense) Interest expense Investment income Total other income Income (loss) before income taxes Income tax expense/(benefit) Income (loss) before minority interest Minority interest Net income Proforma EPS Diluted shares EBITDA Revenue Y/Y Growth: Service revenues Data processing revenues International transaction revenues Other revenues Volume and Support Incentives Total Operating Revenue Y/Y Growth: Personnel Advertising, marketing & promotion Total Operating Expenses EBITDA Operating income Pretax income Net income Proforma EPS Margin Analysis % of Revenues: Volume & Support Incentives (% of gross rev) Personnel Advertising, marketing promotion Total operating expense EBITDA margin Operating margin Tax rate Net margin $ 3,497 3,125 2,290 713 9,625 (1,560) 8,065 1,222 425 964 286 265 314 3,476 4,589 (72) 48 (25) 4,564 1,674 2,890 (4) 2,887 3.91 739 4,854

12/10 1Q:FY11 1,008 844 630 161 2,643 (405) 2,238 357 80 197 61 67 110 872 1,366 4 12 16 1,382 498 884 884 $ 1.23 719 1,433

3/11 2Q:FY11 1,093 823 624 156 2,696 (451) 2,245 351 80 183 77 70 101 862 1,383 (12) 6 (6) 1,377 497 880 1 881 $ 1.23 714 1,453

6/11 3Q:FY11 1,055 886 662 167 2,770 (448) 2,322 363 91 251 84 74 114 977 1,345 (11) 88 77 1,422 539 883 1 884 $ 1.26 704 1,419

9/11 4Q:FY11 1,105 925 758 171 2,959 (576) 2,383 388 106 239 115 77 96 1,021 1,362 (13) 5 (8) 1,354 476 878 2 880 $ 1.27 692 1,439 $

FY11 4,261 3,478 2,674 655 11,068 (1,880) 9,188 1,459 357 870 337 288 421 3,732 5,456 (32) 112 79 5,536 2,010 3,526 4 3,530 4.99 707 5,744

12/11 3/12E 6/12E 9/12E 1Q:FY12 2Q:FY12E 3Q:FY12E 4Q:FY12E 1,151 951 748 178 3,028 (481) 2,547 389 98 190 70 80 102 929 1,618 (10) 9 (1) 1,617 590 1,027 2 1,029 $ 1.49 690 1,698 $ 1,181 930 760 168 3,038 (547) 2,491 394 97 232 87 80 105 994 1,497 (6) 18 12 1,509 472 1,037 2 1,039 1.54 675 1,577 $ 1,130 996 781 180 3,086 (562) 2,524 399 98 295 88 81 106 1,068 1,456 (3) 18 14 1,471 485 986 2 988 1.47 672 1,537 $ 1,217 1,020 857 184 3,277 (629) 2,648 416 101 286 97 82 111 1,092 1,556 (1) 18 17 1,572 518 1,054 2 1,056 1.58 669 1,638

FY12E 4,678 3,897 3,145 709 12,429 (2,219) 10,210 74 1,597 394 1,003 342 323 424 4,083 6,127 (20) 62 42 6,169 2,065 4,104 8 4,112 $ 6.08 676 6,450

12/12E Consumer Discretionary / CONSUMER & BUSINESS SERVICES 3/13E 6/13E 9/13E 1Q:FY13E 2Q:FY13E 3Q:FY13E 4Q:FY13E FY13E 1,247 1,056 846 190 3,340 (544) 2,796 424 106 252 97 87 109 1,074 1,721 18 18 1,739 578 1,161 2 1,163 $ 1.75 664 1,808 $ 1,295 1,033 848 179 3,356 (597) 2,758 428 105 254 94 85 110 1,075 1,683 19 19 1,702 566 1,136 2 1,138 1.73 659 1,768 $ 1,247 1,103 871 192 3,413 (614) 2,799 432 106 277 95 86 112 1,109 1,690 19 19 1,709 568 1,141 2 1,143 1.75 654 1,776 $ 1,342 1,120 956 197 3,615 (680) 2,936 445 112 285 100 88 117 1,146 1,789 19 19 1,808 601 1,207 2 1,209 1.86 649 1,877 $ 5,132 4,313 3,521 759 13,725 (2,436) 11,289 1,728 429 1,067 386 345 449 4,404 6,885 75 75 6,959 2,314 4,645 8 4,653 7.09 656 7,230 FY13E 9.7% 10.7% 12.0% 7.0% 9.8% 10.6%

FY10 1Q:FY11 2Q:FY11 3Q:FY11 4Q:FY11 10.2% 21.9% 23.5% 20.8% 21.2% 28.6% 10.4% 13.0% 11.9% 10.2% 19.5% 14.1% 14.5% 15.3% 22.5% 14.1% -15.3% -9.8% -8.7% 2.4% 26.4% 8.3% 21.2% 14.0% 36.8% 16.7% 14.2% 14.6% 14.4% 12.6%

FY11 1Q:FY12 2Q:FY12E 3Q:FY12E 4Q:FY12E 21.8% 14.2% 8.0% 7.1% 10.1% 11.3% 12.6% 13.0% 12.4% 10.2% 16.8% 18.7% 21.7% 17.9% 13.0% -8.1% 10.6% 7.5% 7.5% 7.5% 20.5% 18.8% 21.3% 25.4% 9.2% 13.9% 13.8% 11.0% 8.7% 11.1%

FY12E 1Q:FY13E 2Q:FY13E 3Q:FY13E 4Q:FY13E 9.8% 8.4% 9.7% 10.3% 10.3% 12.0% 11.1% 11.1% 10.8% 9.9% 17.6% 13.1% 11.6% 11.6% 11.6% 8.3% 7.0% 7.0% 7.0% 7.0% 18.0% 13.2% 9.2% 9.4% 8.0% 11.1% 9.8% 10.7% 10.9% 10.9%

6.9% 5.0% 3.1% 28.9% 29.7% 29.4% 36.5% 39.8%

30.3% -8.8% 17.4% 12.1% 12.3% 14.4% 15.9% 20.2%

13.2% -23.1% 3.0% 22.7% 23.3% 23.7% 23.5% 28.4%

27.4% -9.4% 9.5% 18.3% 18.3% 26.5% 23.5% 29.5%

9.9% 2.6% 1.7% 20.9% 22.4% 21.2% 26.8% 33.8%

19.4% -9.8% 7.4% 18.4% 18.9% 21.3% 22.3% 27.8%

9.0% -3.6% 6.5% 18.5% 18.4% 17.0% 16.4% 21.2%

12.1% 26.6% 15.3% 8.5% 8.3% 9.6% 17.9% 24.7%

9.9% 17.7% 9.3% 8.3% 8.3% 3.4% 11.7% 17.1%

7.1% 19.6% 7.0% 13.8% 14.2% 16.1% 20.0% 24.2%

9.5% 15.3% 9.4% 12.3% 12.3% 11.4% 16.5% 21.8%

8.9% 32.4% 15.6% 6.5% 6.4% 7.5% 13.0% 17.5%

8.6% 9.5% 8.1% 12.1% 12.4% 12.8% 9.6% 12.2%

8.4% -6.2% 3.8% 15.5% 16.1% 16.2% 15.7% 18.9%

7.0% -0.4% 5.0% 14.6% 15.0% 15.0% 14.5% 18.0%

8.2% 6.4% 7.9% 12.1% 12.4% 12.8% 13.2% 16.6%

16.2% 15.2% 12.0% 43.1% 60.2% 56.9% 36.7% 35.8%

15.3% 15.9% 8.8% 39.0% 64.0% 61.0% 36.0% 39.5%

16.7% 15.6% 8.2% 38.4% 64.7% 61.6% 36.1% 39.2%

16.2% 15.6% 10.8% 42.1% 61.1% 57.9% 37.9% 38.1%

19.5% 16.3% 10.0% 42.8% 60.4% 57.2% 35.1% 36.9%

17.0% 15.9% 9.5% 40.6% 62.5% 59.4% 36.3% 38.4%

15.9% 15.3% 7.5% 36.5% 66.7% 63.5% 36.5% 40.4%

18.0% 15.8% 9.3% 39.9% 63.3% 60.1% 31.3% 41.7%

18.2% 15.8% 11.7% 42.3% 60.9% 57.7% 33.0% 39.1%

19.2% 15.7% 10.8% 41.3% 61.9% 58.8% 33.0% 39.9%

17.9% 15.6% 9.8% 40.0% 63.2% 60.0% 33.5% 40.3%

16.3% 15.2% 9.0% 38.4% 64.7% 61.6% 33.3% 41.6%

17.8% 15.5% 9.2% 39.0% 64.1% 61.0% 33.3% 41.3%

18.0% 15.5% 9.9% 39.6% 63.5% 60.4% 33.3% 40.8%

18.8% 15.2% 9.7% 39.1% 64.0% 61.0% 33.3% 41.2%

17.7% 15.3% 9.5% 39.0% 64.0% 61.0% 33.3% 41.2%

Glenn Greene (312) 360-5942


Source: Company reports and Oppenheimer estimates. Numbers are proforma

13

Visa Inc Quarterly Operating Metrics


Consumer Discretionary / CONSUMER & BUSINESS SERVICES 12/10
FY10 Purchase Volume by Region (in billions) Asia Pacific Asia Pacific Y/Y (Nominal) Asia Pacific Y/Y (Constant Currency) Asia Pacific Q/Q Canada Canada Y/Y (Nominal) Canada Y/Y (Constant Currency) Canada Q/Q CEMEA CEMEA Y/Y (Nominal) CEMEA Y/Y (Constant Currency) CEMEA Q/Q LAC LAC Y/Y (Nominal) LAC Y/Y (Constant Currency) LAC Q/Q International Int'l Y/Y (Nominal) Int'l Q/Q US US Y/Y US Q/Q Total Visa Inc. $ Payments Volume Y/Y Chg (Nominal) Y/Y Chg (Constant USD) Q/Q Chg Processed Transactions (VisaNet in MM) Y/Y Growth Implied revenue per transaction Y/Y Growth Transaction processing fee revenue (MM) Volume and Support Incentives / Gross Revenue Total Revenue / Total Purchase Volume (1qrt lag) 1Q:FY11 3/11 2Q:FY11 6/11 3Q:FY11 9/11 4Q:FY11 FY11 12/11 3/12E 6/12E 9/12E 1Q:FY12 2Q:FY12E 3Q:FY12E 4Q:FY12E FY12E 12/12E 3/13E 6/13E 9/13E 1Q:FY13E 2Q:FY13E 3Q:FY13E 4Q:FY13E FY13E

797 $ 21.5%

239
21.9% 15.0% 13.3%

230
18.9% 11.5% -4.0%

246
24.9% 13.7% 7.2%

271
28.4% 17.5% 10.2%

986 $ 23.7%

275
15.1% 1.5%

261
13.8% -5.0%

282
14.5% 7.9%

298
10.1% 5.9%

$ 1,116 $ 13.3%

309
12.2% 3.4%

293
12.2% -5.0%

316
12.2% 7.9%

335
12.2% 5.9%

$ 1,253 12.2%

190 $ 22.6%

53
12.8% 6.8% 8.2%

48
9.1% 7.0% -9.4%

55
10.0% 8.4% 14.6%

55
12.2% 7.7% 0.0%

211 $ 11.1%

57
7.5% 3.6%

51
6.4% -10.4%

57
4.1% 12.1%

59
7.7% 3.5%

225 $ 6.4%

62
8.6% 4.6%

55
8.6% -10.4%

62
8.6% 12.1%

64
8.6% 3.5%

244 8.6%

98 $ 25.6%

30
30.4% 32.2% 11.1%

30
30.4% 31.2% 0.0%

35
40.0% 36.7% 16.7%

37
37.0% 36.1% 5.7%

132 $ 34.7%

39
30.0% 5.4%

38
27.5% -1.9%

41
17.0% 7.1%

44
18.0% 6.6%

162 $ 22.6%

48
22.0% 9.0%

47
22.0% -1.9%

50
22.0% 7.1%

53
22.0% 6.6%

197 22.0%

253 $ 31.1%

82
28.1% 26.7% 18.8%

77
32.8% 26.1% -6.1%

86
39.2% 28.7% 12.1%

90
30.4% 23.8% 4.3%

335 $ 32.5%

94
14.6% 4.4%

88
13.8% -6.8%

93
7.2% 5.6%

97
8.3% 5.3%

372 $ 10.8%

106
13.2% 9.3%

100
14.3% -6.0%

106
14.3% 5.6%

111
14.3% 5.3%

424 14.0%

$ 1,338 $ 23.7%

404
22.4% 13.5%

385
20.9% -4.8%

422
26.4% 9.8%

453
27.2% 7.3%

$ 1,664 $ 24.3%

465
15.1% 2.6%

438
13.9% -5.8%

472
11.9% 7.9%

499
10.1% 5.6%

$ 1,874 $ 12.6%

525
12.8% 5.2%

495
13.1% -5.6%

534
13.0% 7.8%

564
13.0% 5.6%

$ 2,118 13.0%

$ 1,807 $ 11.8%

493
12.6% 4.2%

477
11.6% -3.3%

518
10.5% 8.8%

516
9.1% -0.5%

$ 2,004 $ 10.9%

529
7.3% 2.5%

513
7.7% -3.0%

552
6.5% 7.6%

551
6.8% -0.1%

$ 2,146 $ 7.1%

566
7.0% 2.7%

554
8.0% -2.1%

596
8.0% 7.6%

598
8.5% 0.3%

$ 2,315 7.9%

$ 3,145 $ 16.5%

897
16.8% 14.5% 8.2%

861
15.6% 13.0% -4.0%

941
17.1% 13.5% 9.3%

969
16.9% 13.2% 3.0%

$ 3,668 $ 16.6%

994
10.8% 2.6%

951
10.5% -4.3%

$ 1,024
8.9% 7.7%

$ 1,050
8.4% 2.5%

$ 4,020 $ 1,091 $ 1,050 $ 1,130 $ 1,162 $ 4,432 9.6% 9.7% 10.3% 10.3% 10.7% 10.3%
3.9% -3.8% 7.7% 2.8%

45,412 12,580 12,040 13,038 13,262 50,920 13,600 13,124 14,114 14,290 55,127 14,688 14,305 15,384 15,576 59,952 13.9% 15.2% 13.1% 11.2% 9.4% 12.1% 8.1% 9.0% 8.3% 7.8% 8.3% 8.0% 9.0% 9.0% 9.0% 8.8% $ 0.0688 $ 0.0671 $ 0.0684 $ 0.0680 $ 0.0697 $ 0.0683 $ 0.0699 $ 0.0709 $ 0.0705 $ 0.0714 $ 0.0707 $ 0.0719 $ 0.0722 $ 0.0717 $ 0.0719 $ 0.0719 12.9% -4.1% 0.0% 0.6% 0.7% -0.7% 4.2% 3.7% 3.8% 2.3% 3.5% 2.9% 1.9% 1.7% 0.8% 1.8% $ 3,125 $ 844 $ 823 $ 886 $ 925 $ 3,478 $ 951 $ 930 $ 996 $ 1,020 $ 3,897 $ 1,056 $ 1,033 $ 1,103 $ 1,120 $ 4,313 -16.2% 0.266% -15.3% 0.270% -16.7% 0.250% -16.2% 0.270% -19.5% 0.253% -17.0% 0.260% -15.9% 0.263% -18.0% 0.251% -18.2% 0.265% -19.2% 0.258% -17.9% 0.259% -16.3% 0.266% -17.8% 0.253% -18.0% 0.267% -18.8% 0.260% -17.7% 0.261%

^Purchase transaction volume is Oppenheimer estimate as the metric is reported on a one quarter lag Glenn Greene (312) 360-5942
Source: Company reports and Oppenheimer estimates. Numbers are proforma

14

Consumer Discretionary / CONSUMER & BUSINESS SERVICES

Price Target Calculation


Visa: Given our conviction that Visa can deliver sustainable mid- to high-teens EPS growth for the foreseeable future, its increasing skew of volume toward faster growing emerging markets, its strong global share position, and a likely continued gradual lift of the Durbin and Merchant Litigation overhangs, we believe Visa remains attractive at current levels. Our revised $140 PT is based on ~19x our CY13 EPS estimate of $7.31, which we believe is reasonable given our expected long-term EPS growth for the company. MasterCard: Given our conviction that MA can deliver high-teens EPS growth for the foreseeable future, we believe that MasterCard remains attractive at current levels. Additionally, the Durbin legislation, previously considered a risk, may even provide near-term market share benefits. Furthermore, recent clarity regarding MA's potential exposure to the Merchant Litigation case removes a significant overhang on the shares. Our revised $475 PT is based on ~18.5x our FY13 EPS estimate of $25.86 and equates to 12x our FY13 EBITDA estimate of $4.66B. We believe our implied valuation multiple is reasonable relative to historical and projected earnings growth.

Key Risks to Price Target


Visa Proposed Interchange Legislation: While the Fed recently finalized new US debit interchange rate and routing rules, risk still exists that future legislation could consider US credit card interchange rates, or that credit card interchange rates could potentially be modified as a result of the ongoing merchant litigation case. A meaningful reduction of credit card interchange rates would likely temper industry card volume growth in the US, with potentially derivative adverse implications for Visa, in our view. US debit volume represents ~32% of V's global purchase volume; US credit volumes are 25% of total volume. De-leveraging US Consumer: After many years of solid growth, revolving credit outstanding has remained tight since 2009. Derivative Implications from Issuer Pressures: In the face of rising unemployment, rising credit costs, the CARD Act and pending debit uncertainty, financial institutions have reduced new card solicitations and credit lines. Industry credit card solicitations sent via US mail fell 27% Y/Y to 3.8 billion offers in 2008 and fell another 63% Y/Y to 1.4 billion offers in 2009, but rose to an estimated 2.25 billion in 2010, according to the Mail Monitor. Litigation Risks: Visa has managed through a challenging legal environment in recent years. The company has settled two significant litigation cases out of court in recent years and remains subject to several pending lawsuits. We view the merchant/interchange case as the most significant pending case for Visa. MasterCard Proposed Interchange Legislation: While the Fed recently finalized new US debit interchange rate and routing rules, risk still exists that future legislation could consider US credit card interchange rates, or that credit card interchange rates could potentially be modified as a result of the ongoing merchant litigation case. A meaningful reduction of credit card interchange rates would likely temper industry card volume growth in the US, with potentially derivative adverse implications for MA, in our view. US debit volume represents ~15% of MA's global purchase volume; US credit volumes are 24% of total volume. De-leveraging US Consumer: After many years of solid growth, revolving credit outstanding has remained tight since 2009. Derivative Implications from Issuer Pressures: In the face of rising unemployment, rising credit costs, the CARD Act and pending debit uncertainty, financial institutions have reduced new card solicitations and credit lines. Industry credit card solicitations sent via US mail fell 27% Y/Y to 3.8 billion offers in 2008 and fell another 63% Y/Y to 1.4 billion offers in 2009, but rose to an estimated 2.25 billion in 2010, according to the Mail Monitor. Litigation Risks: MasterCard has managed through a challenging legal environment in recent years. MasterCard has settled a couple of significant litigation cases out of court in recent years, and the company remains subject to several pending lawsuits. We view the merchant/ interchange case as the most significant pending case for MasterCard.

Companies with Updates:


OUTPERFORM
MasterCard Incorporated(MA,$430.94) Visa Inc.(V,$118.98)

Important Disclosures and Certifications


Analyst Certification - The author certifies that this research report accurately states his/her personal views about the subject securities, which are reflected in the ratings as well as in the substance of this report. The author certifies that no part of his/her compensation was, is, or will be directly or indirectly related to the specific recommendations or views contained in this research report.

15

Consumer Discretionary / CONSUMER & BUSINESS SERVICES

Potential Conflicts of Interest: Equity research analysts employed by Oppenheimer & Co. Inc. are compensated from revenues generated by the firm including the Oppenheimer & Co. Inc. Investment Banking Department. Research analysts do not receive compensation based upon revenues from specific investment banking transactions. Oppenheimer & Co. Inc. generally prohibits any research analyst and any member of his or her household from executing trades in the securities of a company that such research analyst covers. Additionally, Oppenheimer & Co. Inc. generally prohibits any research analyst from serving as an officer, director or advisory board member of a company that such analyst covers. In addition to 1% ownership positions in covered companies that are required to be specifically disclosed in this report, Oppenheimer & Co. Inc. may have a long position of less than 1% or a short position or deal as principal in the securities discussed herein, related securities or in options, futures or other derivative instruments based thereon. Recipients of this report are advised that any or all of the foregoing arrangements, as well as more specific disclosures set forth below, may at times give rise to potential conflicts of interest.

Important Disclosure Footnotes for Companies Mentioned in this Report that Are Covered by Oppenheimer & Co. Inc:
Stock Prices as of April 4, 2012

MasterCard Incorporated (MA - NYSE, 430.94, OUTPERFORM) SunTrust Banks, Inc. (STI - NYSE, 24.02, OUTPERFORM) Visa Inc. (V - NYSE, 118.98, OUTPERFORM)

16

Consumer Discretionary / CONSUMER & BUSINESS SERVICES

All price targets displayed in the chart above are for a 12- to- 18-month period. Prior to March 30, 2004, Oppenheimer & Co. Inc. used 6-, 12-, 12- to 18-, and 12- to 24-month price targets and ranges. For more information about target price histories, please write to Oppenheimer & Co. Inc., 85 Broad Street, New York, NY 10004, Attention: Equity Research Department, Business Manager.
Oppenheimer & Co. Inc. Rating System as of January 14th, 2008: Outperform(O) - Stock expected to outperform the S&P 500 within the next 12-18 months. Perform (P) - Stock expected to perform in line with the S&P 500 within the next 12-18 months. Underperform (U) - Stock expected to underperform the S&P 500 within the next 12-18 months. Not Rated (NR) - Oppenheimer & Co. Inc. does not maintain coverage of the stock or is restricted from doing so due to a potential conflict of interest. Oppenheimer & Co. Inc. Rating System prior to January 14th, 2008:

17

Consumer Discretionary / CONSUMER & BUSINESS SERVICES

Buy - anticipates appreciation of 10% or more within the next 12 months, and/or a total return of 10% including dividend payments, and/or the ability of the shares to perform better than the leading stock market averages or stocks within its particular industry sector. Neutral - anticipates that the shares will trade at or near their current price and generally in line with the leading market averages due to a perceived absence of strong dynamics that would cause volatility either to the upside or downside, and/or will perform less well than higher rated companies within its peer group. Our readers should be aware that when a rating change occurs to Neutral from Buy, aggressive trading accounts might decide to liquidate their positions to employ the funds elsewhere. Sell - anticipates that the shares will depreciate 10% or more in price within the next 12 months, due to fundamental weakness perceived in the company or for valuation reasons, or are expected to perform significantly worse than equities within the peer group.
Distribution of Ratings/IB Services Firmwide
IB Serv/Past 12 Mos. Rating OUTPERFORM [O] PERFORM [P] UNDERPERFORM [U] Count 332 258 7 Percent 55.61 43.22 1.17 Count 147 91 3 Percent 44.28 35.27 42.86

Although the investment recommendations within the three-tiered, relative stock rating system utilized by Oppenheimer & Co. Inc. do not correlate to buy, hold and sell recommendations, for the purposes of complying with FINRA rules, Oppenheimer & Co. Inc. has assigned buy ratings to securities rated Outperform, hold ratings to securities rated Perform, and sell ratings to securities rated Underperform.

Additional Information Available Please log on to http://www.opco.com or write to Oppenheimer & Co. Inc., 85 Broad Street, New York, NY 10004, Attention: Equity Research Department, Business Manager.

Other Disclosures
This report is issued and approved for distribution by Oppenheimer & Co. Inc. Oppenheimer & Co. Inc transacts Business on all Principal Exchanges and Member SIPC. This report is provided, for informational purposes only, to institutional and retail investor clients of Oppenheimer & Co. Inc. and does not constitute an offer or solicitation to buy or sell any securities discussed herein in any jurisdiction where such offer or solicitation would be prohibited. The securities mentioned in this report may not be suitable for all types of investors. This report does not take into account the investment objectives, financial situation or specific needs of any particular client of Oppenheimer & Co. Inc. Recipients should consider this report as only a single factor in making an investment decision and should not rely solely on investment recommendations contained herein, if any, as a substitution for the exercise of independent judgment of the merits and risks of investments. The analyst writing the report is not a person or company with actual, implied or apparent authority to act on behalf of any issuer mentioned in the report. Before making an investment decision with respect to any security recommended in this report, the recipient should consider whether such recommendation is appropriate given the recipient's particular investment needs, objectives and financial circumstances. We recommend that investors independently evaluate particular investments and strategies, and encourage investors to seek the advice of a financial advisor. Oppenheimer & Co. Inc. will not treat non-client recipients as its clients solely by virtue of their receiving this report. Past performance is not a guarantee of future results, and no representation or warranty, express or implied, is made regarding future performance of any security mentioned in this report. The price of the securities mentioned in this report and the income they produce may fluctuate and/or be adversely affected by exchange rates, and investors may realize losses on investments in such securities, including the loss of investment principal. Oppenheimer & Co. Inc. accepts no liability for any loss arising from the use of information contained in this report, except to the extent that liability may arise under specific statutes or regulations applicable to Oppenheimer & Co. Inc. All information, opinions and statistical data contained in this report were obtained or derived from public sources believed to be reliable, but Oppenheimer & Co. Inc. does not represent that any such information, opinion or statistical data is accurate or complete (with the exception of information contained in the Important Disclosures section of this report provided by Oppenheimer & Co. Inc. or individual research analysts), and they should not be relied upon as such. All estimates, opinions and recommendations expressed herein constitute judgments as of the date of this report and are subject to change without notice. Nothing in this report constitutes legal, accounting or tax advice. Since the levels and bases of taxation can change, any reference in this report to the impact of taxation should not be construed as offering tax advice on the tax consequences of investments. As with any investment having potential tax implications, clients should consult with their own independent tax adviser. This report may provide addresses of, or contain hyperlinks to, Internet web sites. Oppenheimer & Co. Inc. has not reviewed the linked Internet web site of any third party and takes no responsibility for the contents thereof. Each such address or hyperlink is provided solely for the recipient's convenience and information, and the content of linked third

18

Consumer Discretionary / CONSUMER & BUSINESS SERVICES

party web sites is not in any way incorporated into this document. Recipients who choose to access such third-party web sites or follow such hyperlinks do so at their own risk. This report or any portion hereof may not be reprinted, sold, or redistributed without the written consent of Oppenheimer & Co. Inc. Copyright Oppenheimer & Co. Inc. 2012.

19

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