Visa 2007 Annual Report Download - page 50

Table of Contents
ITEM 1B. Unresolved Staff Comments
Not applicable.
ITEM 2. Properties
At September 30, 2007, we owned and leased approximately 2.1 million square feet of office and processing center space in 30 countries around the
world, of which approximately 1.4 million square feet are owned and the remaining 700,000 square feet are leased. Our corporate headquarters is located in
the San Francisco Bay Area and consists of four buildings that we own, totaling 940,000 square feet. We also own a 167,000 square foot office building in
Miami, which serves as our LAC regional headquarters.
In addition, we operate three processing centers: a processing center and an office facility in Colorado totaling 268,000 square feet, which we own, a
processing center and office facility in Virginia, totaling 137,500 square feet, which we lease, and an 11,000 square foot leased facility in Japan. In July 2006,
we approved a plan to replace our leased processing center in the eastern United States by building a new 140,000 square foot processing center and a new
113,000 square foot office building.
We believe that these facilities are suitable and adequate to support our business needs.
ITEM 3. Legal Proceedings
Retrospective Responsibility Plan
Visa U.S.A. and Visa International are parties to certain legal proceedings that we refer to as the covered litigation. The retrospective responsibility plan
is designed to address potential liability under the covered litigation. Covered litigation means:
• The Discover Litigation. Discover Financial Services Inc. v. Visa U.S.A. Inc., Case No. 04-CV-07844 (S.D.N.Y.), which we refer to as the
Discover litigation;
• The American Express Litigation. American Express Travel Related Services Co., Inc. v. Visa U.S.A. Inc. et al., No. 04-CV-0897 (S.D.N.Y.),
which we refer to as the American Express litigation;
• The Attridge Litigation. Attridge v. Visa U.S.A. Inc. et al., Case No. CGC-04-436920 (Cal. Super.), which we refer to as the Attridge litigation;
• The Interchange Litigation. In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, 1:05-md-01720-JG-JO (E.D.N.Y.)
or MDL 1720, including all cases currently included in MDL 1720, any other case that includes claims for damages relating to the period prior to
proposed our initial public offering that is transferred for coordinated or consolidated pre-trial proceedings at any time to MDL 1720 by the
Judicial Panel on Multidistrict Litigation or otherwise included at any time in MDL 1720 by order of any court of competent jurisdiction and
Kendall v. Visa U.S.A., Inc. et al., Case No. CO4-4276 JSW (N.D. Cal.), which we refer to collectively as the interchange litigation; and
• any claim that challenges the reorganization or the consummation thereof; provided that such claim is transferred for coordinated or consolidated
pre-trial proceedings at any time to MDL 1720 by the Judicial Panel on Multidistrict Litigation or otherwise included at any time in MDL 1720
by order of any court of competent jurisdiction.
Upon the closing of our proposed initial public offering, we intend to deposit a portion of the net proceeds from such offering, as determined by the
litigation committee, in an escrow account from which settlements of, or judgments in, the covered litigation will be payable. We intend to use the funds in
the escrow account to satisfy the settlement obligations of Visa U.S.A. in the American Express litigation and, as described below, to make payments relating
to obligations of Visa U.S.A., Visa International and, in certain instances, Visa Inc., in connection with future settlement of, or judgments in, covered
litigation.
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