Visa 2012 Annual Report Download - page 30

Table of Contents
constraints, particularly competition regulations, may affect the extent to which we can maximize the value of acquisitions or
investments.
Furthermore, the integration of any acquisition or investment may divert management's time and resources from our core
business and disrupt our operations. We may spend time and money on projects that do not increase our revenues. Moreover, our
cash reserves contract to the extent we pay the purchase price of any acquisition or investment in cash. Although we periodically
evaluate potential acquisitions of and investments in businesses, products and technologies and anticipate continuing to make
these evaluations, we cannot guarantee that we will be able to execute and integrate any such acquisitions and investments.
With the evolution of technology and the opening of new market segments, we may choose to participate in areas in which we
have not engaged in the past, either through acquisition or through organic development. These include electronic and mobile
payments. Relative inexperience in such businesses requires additional resources and presents an additional degree of risk, which
could materially and adversely affect our operations and results.
Future sales of our class A common stock, or the end of transfer restrictions on our class B stock, could result in dilution
to holders of shares of our existing class A common stock, adversely affecting their rights and depressing the market
price of our class A common stock.
The market price and voting power of our class A common stock could decline because of increases in the number of such
shares outstanding. The market price of our class A common stock may also suffer from the perception that such an increase could
occur, such as upon the issuance or conversion of securities convertible to shares of our class A common stock. Specifically, upon
the final resolution of our covered litigation, all class B stock will become transferable at once.
If funds are released from escrow after the resolution of the litigation covered by our retrospective responsibility plan, the
value of our class A common stock will be diluted.
Under our retrospective responsibility plan, funds still in the escrow account after the resolution of all covered litigation will be
released back to us. At that time, each share of class B common stock will become convertible into an increased number of shares
of class A common stock, benefiting the holders of class B common stock. This in turn will result in dilution of the interest in Visa
Inc. held by the holders of class A common stock. In this case, the amount of funds released and the market price of our class A
common stock will determine the extent of the dilution.
Holders of our shares of our class B and C common stock have voting rights concerning certain significant corporate
transactions, and their interests in our business may be different from those of holders of our class A common stock.
Although their voting rights are limited, holders of shares of our class B and C common stock can vote on certain significant
transactions. These include a proposed consolidation or merger, a decision to exit our core payments business and any other vote
required by Delaware law. The holders of these shares may not have the same incentive to approve a corporate action that may be
favorable to the holders of class A common stock, and their interests may otherwise conflict with those of the holders of class A
common stock.
Anti-
takeover provisions in our governing documents and Delaware law could delay or prevent entirely a takeover attempt
or a change in control.
Provisions contained in our amended and restated certificate of incorporation, our bylaws and Delaware law could delay or
prevent a merger or acquisition that our stockholders consider favorable. For instance, except for limited exceptions, no person may
beneficially own more than 15% of our class A common stock (or 15% of our total outstanding common stock on an as-converted
basis), unless our board of directors approves the acquisition of such shares in advance. In addition, except for common stock
issued to a member in connection with our reorganization or shares issuable on conversion of such common stock, shares held by
a competitor or an affiliate of a competitor may not exceed 5% of our total outstanding shares on an as-converted basis.
Our ability to pay regular dividends to holders of our common stock in the future is subject to the discretion of our board
of directors and will be limited by our ability to generate sufficient earnings and cash flows.
Since August 2008, we have paid cash dividends quarterly on our class A, B and C common stock. Any future payment of
dividends will depend upon our ability to generate earnings and cash flows. However, sufficient cash may not be available to pay
such dividends. Payment of future dividends, if any, would be at the discretion of our
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