Visa 2015 Annual Report Download - page 43

Class A common shares. The market price of our class A common stock may also suffer from the
perception that such an increase in the number of class A common stock outstanding could occur in
the future.
If funds are released from escrow after the resolution of the litigation covered by our U.S.
retrospective responsibility plan, the value of our class A common stock will be diluted.
Under our U.S. retrospective responsibility plan, funds still in the escrow account after the
resolution of all U.S. 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 may have different interests than our holders of
our class A common stock concerning certain significant transactions.
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
our core payments business and any other vote required under Delaware law. The holders of these
shares 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 holders of class A
common stock. Likewise, if we complete the proposed acquisition of Visa Europe and issue the
preferred shares, a similar dynamic may occur with the holders of the preferred shares.
Anti-takeover provisions in our governing documents and under Delaware law could delay or
prevent a takeover attempt or a change in control.
Provisions contained in our current certificate of incorporation, in our current bylaws and under
Delaware law could delay or prevent a merger or acquisition that our stockholders may 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 common stock on an as-converted
basis), unless our board of directors approves the acquisition of such shares in advance. In addition,
except for common stock previously issued in connection with our reorganization to Visa Members, as
defined in our current certificate of incorporation, no competitor or an affiliate of a competitor may hold
more than 5% of our total outstanding common stock on an as-converted basis.
We may not be able to pay regular dividends to holders of our common stock in the future.
Since August 2008, we have paid cash dividends quarterly on our class A, B and C common
stock. The payment of dividends, if any, is subject to the discretion of our board of directors after taking
into account various factors, including, but not limited to, our financial condition, operating results,
capital requirements, covenants in our debt instruments and other factors that our board of directors
may deem relevant. If, as a result of these factors, we cannot generate sufficient earnings and cash
flows from our business, we may not be able to pay dividends to all of our stockholders. Specifically, if
a dividend is declared or paid, an equivalent amount must be paid on each class or series of our
common stock (and on the preferred shares we are obligated to issue if we complete our proposed
acquisition of Visa Europe).
Acquisitions, strategic investments and entries into new businesses could disrupt our
business.
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. Such transactions, including our anticipated acquisition of Visa Europe, would present
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