Visa 2007 Annual Report Download - page 47

Table of Contents
a significant history of working together and includes individuals recruited from outside our company, they may not be able to work together effectively,
which could disrupt our operations and harm our business.
Our recent reorganization will require us to make significant changes to our culture and business operations. If we fail to make this transition
successfully, our business could be materially and adversely affected.
Our recent reorganization will require broad and significant changes to our culture and operations. Historically, the primary goal of Visa U.S.A., Visa
International and Visa Canada has not been to maximize profit for these entities, but rather to deliver benefits to their members and enhance member
opportunity and revenue. As a result of the reorganization, we now must operate our business in a way that maximizes long-term stockholder value. Many of
our employees have limited experience operating in a profit-maximizing business environment.
In addition, the Visa enterprise historically has been operated under a decentralized regional structure, and each region has had substantial autonomy in
its own business strategies and decisions. Our recent reorganization has resulted in a more centralized corporate governance structure in which our board of
directors exerts centralized management control. We face significant challenges integrating the operations of the different regions. We may also be unable to
retain and attract key employees, and we may not realize the cost savings and operational efficiencies that we currently expect. This transition will be subject
to risks, expenses and difficulties that we cannot predict and may not be capable of handling in an efficient and timely manner.
Any acquisitions that we make could disrupt our business and harm our financial condition.
We may make strategic acquisitions of complementary businesses, products or technologies. If so, we may not be able to successfully finance or
integrate any such businesses, products or technologies. Furthermore, the integration of any acquisition 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. To the extent we pay the purchase
price of any acquisition in cash, it would reduce our cash reserves, and to the extent the purchase price is paid with our stock, it could be dilutive to our
stockholders. While we from time to time evaluate potential acquisitions of businesses, products and technologies, and anticipate continuing to make these
evaluations, we have no present understandings, commitments or agreements with respect to any material acquisitions.
Our regional classes of common stock, our class B common stock and our class C common stock into which our regional classes of common stock
may be converted, are subject to significant restrictions on transfer and ownership.
The regional classes of our common stock that were issued upon the closing of the reorganization, and our class B common stock and class C common
stock into which our regional classes of common stock will be converted prior to our proposed initial public offering, are and will be subject to significant
ownership and transfer restrictions. For example, subject to limited exceptions, shares of our class B common stock may not be transferred until the later of
three years from the date of an initial public offering or the period of time necessary to resolve the covered litigation. All other regional classes of our
common stock and our class C common stock may not be transferred, subject to limited exceptions, until the third anniversary of the date of an initial public
offering. During such periods, except for limited exceptions, holders of our regional classes of common stock, and our class B common stock and class C
common stock will not be able to transfer such stock to any person or entity other than affiliates of the holder or, in the case of class B and class C common
stock, to holders of common stock of the same class of common stock.
Ownership of a significant percentage of our common stock is concentrated in a few of our largest members.
Our four largest stockholders own approximately 25% of our outstanding common stock. This concentration of voting power could result in these
stockholders having the ability to block stockholder action that other holders of our common stock may deem favorable.
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