Visa 2013 Annual Report Download - page 38

offer employment terms competitive with the rest of the market. Failure to attract and retain highly
qualified employees, or failure to develop and implement a viable succession plan, could result in
inadequate depth of institutional knowledge or skill sets by key management and other key employees,
which could adversely affect our business.
Acquisitions, strategic investments and entries into new businesses could disrupt our
business and harm our financial condition and results of operations.
Although we may continue to make strategic acquisitions or investments in complementary
businesses, products or technologies, we may be unable to successfully finance, partner with or
integrate them. We are also subject to the terms of the exclusive license granted to Visa Europe in
most acquisitions and major investments that involve countries in Visa Europe’s territory, which will
impact our ability to expand or conduct business in those regions. Regulatory constraints, particularly
competition regulations, may also affect the extent to which we can maximize the value of acquisitions
or investments.
Furthermore, the integration of any acquisition or investment will take time and resources from our
core business and disrupt our operations. We may spend time and money on acquisitions or
investments that do not increase our revenues. 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 they will be successful.
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 acquisitions or through
organic development. These include digital, eCommerce and mobile payments. Our recent entry into
these 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
common stock, could result in dilution to holders of our existing class A common stock, which
could adversely affect their rights and depress 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
certain securities to shares of our class A common stock under the retrospective responsibility plan.
Specifically, upon the final resolution of our covered litigation, all class B common stock will become
convertible into class A common stock.
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 shares of class A common stock, benefiting the holders of class B common
stock. This in turn will result in dilution of the interest of holders of class A common stock. 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 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 our class B and C common stock can vote on
certain significant transactions. These include a proposed consolidation or merger, a decision to exit
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