Visa 2009 Annual Report Download - page 19

Table of Contents
If the settlements of Visa U.S.A.'s and Visa International's currency conversion cases do not become final and we are unsuccessful in any of the
various lawsuits relating to Visa U.S.A.'s and Visa International's currency conversion practices, our business may be materially and adversely
affected.
Visa U.S.A. and Visa International are defendants in several state and federal lawsuits alleging that their currency conversion practices are or were
deceptive, anti-competitive or otherwise unlawful.
On July 20, 2006 and September 14, 2006, Visa U.S.A. and Visa International entered into agreements to settle or otherwise dispose of these matters.
Pursuant to the settlement agreements, Visa U.S.A. paid approximately $100 million as part of the defendants' settlement fund for the federal actions and
approximately $19 million to fund settlement of the state cases. While the federal court has granted final approval of the settlement agreements, the
settlements are subject to resolution of any appeals. If an appeal is filed and we are unsuccessful in that appellate proceeding, all of the agreements resolving
the federal and state actions will terminate. If that occurs, and we are unsuccessful in defending against some or all of these lawsuits, we may have to pay
restitution and/or damages, and may be required to modify our currency conversion practices. The potential amount of damages and/or restitution could be
substantial. In addition, although Visa U.S.A. and Visa International have substantially changed the practices that were at issue in these litigations, if the
courts require further changes to our currency conversion and cross-border transaction practices, it could materially and adversely affect our business. See
Note 21—Legal Matters to our consolidated financial statements included in Item 8 in this report.
If we, Visa U.S.A. or Visa International is found liable in certain other lawsuits that have been brought against us or if we are found liable in other
litigation to which we may become subject in the future, we may be forced to pay substantial damages and/or change our business practices or
pricing structure, any of which could have a material adverse effect on our financial condition, revenues and profitability.
In recent years, numerous civil actions and investigations have been filed or initiated against Visa alleging or seeking information as to alleged
violations of competition/antitrust, consumer protection, intellectual property and other laws. These actions and investigations have been filed or initiated by a
variety of different parties, including the DOJ, U.S. state attorneys general, merchants and consumers. Examples of such claims are described more fully in
Note 21—Legal Matters to our consolidated financial statements included in Item 8 in this report.
In addition, in the United States, private plaintiffs often seek class action certification in cases against us, particularly in cases involving merchants and
consumers, due to the size and scope of our business and the large number of parties involved in our payment system.
We have also received, and we may in the future receive, notices or inquiries from other companies suggesting that we may be infringing a pre-existing
patent or that we need to license use of their patents to avoid infringement. Such notices may, among other things, threaten litigation against us.
We cannot predict whether or to what extent we will be subject to liability arising from these or other actions, nor can we predict how much of this
liability would not be covered by our retrospective responsibility plan. If we are unsuccessful in our defense against any material current or future
proceedings, we may be forced to pay substantial damages, limit the fees we charge, or change other business practices, limiting our payments volume
resulting in a material and adverse effect on our revenues, operating results, prospects for future growth and overall business.
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