Visa 2015 Annual Report Download - page 42

Structural and Organizational Risks
We may experience added costs and challenges in operating our business in certain territories
due to our relationship with Visa Europe.
Until our proposed acquisition of Visa Europe closes, Visa Europe’s exclusive license of our
trademarks and technologies under the Framework Agreement gives us little ability to control and
oversee Visa Europe’s operations in its region. If we want to change a global rule or to implement
certain changes that may be viewed as unfavorable to Visa Europe and its members, Visa Europe is
not required to implement the changes unless we agree to pay for the associated implementation
costs. This may result in added costs and expenses to our business. Furthermore, the licenses granted
under the Framework Agreement may raise licensing, payment and associated tax treatment concerns.
Until our proposed acquisition of Visa Europe closes, Visa Europe may hinder our ability to acquire
new businesses or to operate them effectively in its region. If the acquired business has operations in
Visa Europe’s region, Visa Europe may play a significant part in influencing our ongoing operational
decisions and costs there. Finally, Visa Europe may undertake operational and litigation strategies,
including, but not limited to, our ongoing litigation in the U.K. and our ongoing case with the European
Commission, that may adversely impact our business and reputation globally.
We may be unable to address the opportunities and challenges presented by our strategy and
the increasingly global, dynamic, competitive, economic and regulatory environment.
For us to remain organizationally effective, we must effectively empower and deploy our
management and operational resources, and incorporate both global and local perspectives into our
decisions and processes. If we fail to do so, we may be unable to expand quickly, and the results of
our expansion may be unsatisfactory.
In addition, if we are unable to make decisions quickly, assess our opportunities and risks, execute
our strategy and implement new governance, managerial and organizational processes, as needed, we
may not be successful in this increasingly global, dynamic, competitive, economic and regulatory
environment.
We may be unable to attract and retain key management and other key employees.
Our employees, particularly our key management, are vital to our success. Our senior
management team has significant industry experience and would be difficult to replace. We may be
unable to retain them or to attract other highly qualified employees, particularly if we do not offer
employment terms that are competitive with the rest of the market. Failure to attract, motivate and
retain highly qualified employees, or failure to develop and implement a viable succession plan, could
adversely affect our business and our future success.
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.
The market price of our class A common stock could fall as a result of many factors. Under our
U.S. retrospective responsibility plan, upon final resolution of our U.S. covered litigation, all class B
common stock will become convertible into class A common stock. Future offerings of our class A
common stock or the end of the transfer restrictions on our class B common stock would increase the
number of class A common stock outstanding, which could adversely affect the market price and dilute
the voting power of our existing class A common stock. Likewise, if we complete the proposed
acquisition of Visa Europe and issue the preferred shares, similar impacts on market price and dilution
to our existing Class A common stock could occur upon conversion of the preferred shares into
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