Visa 2012 Annual Report Download - page 29

Table of Contents
the activities of newly acquired entities within Visa Europe's territory. In any event, Visa Europe's license rights in Europe may
hinder our ability to acquire new entities or to operate them effectively.
Any inconsistency in the payment processing services and products that we can provide could negatively affect cardholders
from Visa Europe using cards in the countries we serve or our cardholders using cards in Visa Europe's region.
If Visa Europe makes us acquire all of its outstanding stock, we will incur substantial costs and may suffer a material and
adverse effect on our operations and net income.
We have granted Visa Europe a put option requiring us to purchase all outstanding capital stock from its members if
exercised. We will incur a financial obligation of several billion dollars or more if Visa Europe exercises this option. Visa Europe may
do so at any time. We may need to obtain third-party financing in order to meet our obligation, by either borrowing funds or selling
stock. An equity offering, or the payment of part of the exercise price in our stock, would dilute the ownership interests of our
stockholders. We would have only 285 days to pay the exercise price. Sufficient financing might not be available to us within that
time on reasonable terms. See Note 2—Visa Europe to our consolidated financial statements included in Item 8 of this report.
If Visa Europe exercises the put option, we may encounter difficulties in integrating Visa Europe's business and systems into
our existing operations. If we cannot do so quickly and cost-effectively, the integration could divert the time and attention of senior
management, disrupt our current operations and adversely affect our results of operations. In addition, we would become subject to
the many regulations of the European Union that govern the operations of Visa Europe, including any regulatory disputes.
We are required to record quarterly any change in the fair value of the put option. We record these adjustments through our
consolidated statements of operations. Consequently, the adjustments affect our reported net income and earnings per share.
These quarterly adjustments and their resulting impact on our reported statements of operations could be significant. The existence
of these changes could adversely affect our ability to raise capital or the costs involved in raising it.
If we cannot remain organizationally effective, we will be unable to address the opportunities and challenges presented by
our strategy and by the increasingly challenging competitive, economic and regulatory environment.
Since our reorganization in October 2007, we have increasingly centralized our management and operations. For us to
succeed, we must effectively integrate our operations, actively work to ensure consistency throughout our organization, and
incorporate a global perspective into our decisions and processes. If we fail to do so, we may be unable to expand as rapidly as we
plan, and the results of our expansion may be unsatisfactory.
In addition, the current competitive, economic and regulatory environment will require our organization to adapt rapidly and
nimbly to new opportunities and challenges. We may not be able to do so if we do not make important decisions quickly enough,
define our appetite for risk specifically enough, execute our strategy seamlessly enough, implement new governance, managerial
and organizational processes efficiently enough and communicate roles and responsibilities clearly enough.
We may be unable to attract and retain key management and other key employees.
Our employees, particularly our key management, are vital to our success and difficult to replace. We may be unable to retain
them or to attract other highly qualified employees, particularly if we do not offer employment terms competitive with the rest of the
market. Failure to attract and retain highly qualified employees, or failure to develop and implement a viable succession plan, could
result in inadequate depth of institutional knowledge or skill sets, adversely affecting our business.
Acquisitions, strategic investments and entry into new businesses could disrupt our business and harm our financial
condition and results of operations.
Although we may continue to make strategic acquisitions or investments in complementary businesses, products or
technologies, we may be unable to successfully finance, partner with or integrate them. The integration of CyberSource, PlaySpan
and Fundamo, all acquired recently, will take time and resources that would otherwise have been available for other acquisitions.
We will be subject to the terms of the exclusive license granted to Visa Europe in most acquisitions and major investments that
involve countries in the Visa Europe territory. Regulatory
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