Visa 2009 Annual Report Download - page 30

Table of Contents
affiliate of a Visa member or a competitor or its affiliate. Upon such transfer, each share of class C common stock will convert into one share of class A
common stock.
Holders of our class B and class 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 holders of our class B and class C common stock do not have any right to vote on those matters on which stockholders generally are entitled
to vote, such as the election of directors, such holders do have the right to vote on certain significant transactions, such as a proposed consolidation or merger,
a decision to exit our core payments business or any other vote required by law. The holders of the class B and class C common stock 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 shares 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.
In August 2008, we commenced quarterly payment of cash dividends on our class A, class B and class 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 board of directors after taking into account various factors, including our financial condition,
operating results, capital requirements, covenants in our debt instruments and other factors that our board of directors deems relevant. If, because of these
factors, we are unable to generate sufficient earnings and cash flows from our business, we may not be able to make payments of dividends of our common
stock. Furthermore, no dividend may be declared or paid on any class or series of common stock unless an equivalent dividend is contemporaneously declared
and paid on each other class and series of common stock.
ITEM 1B. Unresolved Staff Comments
Not applicable.
ITEM 2. Properties
At September 30, 2009, we owned and leased approximately 2.8 million square feet of office and processing center space in 31 countries around the
world, of which approximately 2.0 million square feet are owned and the remaining 860,000 square feet are leased. Our corporate headquarters is located in
the San Francisco Bay Area and consists of four buildings that we own, totaling 944,000 square feet. We also own a 164,000 square foot office building in
Miami.
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