Visa 2009 Annual Report Download - page 29

Table of Contents
Any acquisitions or strategic investments that we make could disrupt our business and harm our financial condition.
We may make strategic acquisitions or investments in complementary businesses, products or technologies, although we have entered into relatively
few such transactions in the past. We may not be able to successfully finance, partner with or integrate any such businesses, products or technologies.
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. Our cash reserves would be reduced to the extent we pay the purchase price of
any acquisition or investment in cash. If we pay the purchase price with our stock, it could be dilutive to our stockholders. While we from time to time
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.
Future sales of our class A common stock or convertible securities, or the expiration or waiver of transfer restrictions on our class B and class C
common stock, could result in dilution to our existing class A common stock holders, which may adversely affect their rights and depress the market
price of our class A common stock.
The market price of our class A common stock and the voting power of our outstanding shares of 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 be adversely affected by 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.
If funds are released from escrow after the resolution of the litigation covered by our retrospective responsibility plan, holders of our class A
common stock will suffer dilution because of a favorable adjustment to the conversion rate of our class B common stock.
Our retrospective responsibility plan provides that any amounts remaining in the escrow account after the date on which all of the covered litigation is
resolved will be released back to us and that the conversion rate of the class B common stock then outstanding will be adjusted in favor of the holders of the
class B common stock. The adjustment would be through a formula based on the released escrow amount and the market price of our class A common stock.
If any funds remain in the escrow account and are released back to us, the resulting adjustment in the conversion rate of the class B common stock will result
in each share of class B common stock then outstanding becoming convertible into an increased number of shares of class A common stock. This in turn will
result in dilution of the interest in Visa Inc. held by the holders of class A common stock. The amount of this dilution will depend on the amount, if any, of the
funds released from the escrow account and the market price of our class A common stock at the time those funds are released.
All shares of class A common stock acquired by a Visa member, an affiliate of a Visa member or a similar person will be converted automatically
into class C common stock and, as a result, will generally not be transferable until March 25, 2011, and they will lose substantially all their voting
rights.
All shares of common stock acquired by a Visa member, an affiliate of a Visa member or any person that is a competitor or its affiliate, in each case to
the extent acting as a principal investor, will be converted automatically into class C common stock. Under the terms of our amended and restated certificate
of incorporation, class C common stock is generally not transferable until March 25, 2011. After this date has passed, the class C common stock will be
convertible into class A common stock only if transferred to a person that was not, immediately after our reorganization, a Visa member, an
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