Visa 2008 Annual Report Download - page 132

Table of Contents
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2008
(in millions, except as noted)
any approved settlement of a covered litigation, multiplied by such bank's then-current membership proportion as calculated in accordance with Visa U.S.A.'s
certificate of incorporation.
Visa U.S.A. and Visa International also entered into an interchange judgment sharing agreement with certain Visa U.S.A. members that have been
named as defendants in the interchange litigation. Under this judgment sharing agreement, Visa U.S.A. members that are signatories will pay their
membership proportion of the amount of a final judgment not allocated to the conduct of MasterCard.
The following table sets forth the change in the escrow account during fiscal 2008:
Fiscal 2008
(in millions)
Balance at October 1 $ —
IPO proceeds used to fund escrow 3,000
American Express settlement payments(1) (1,085)
Interest earned, less applicable taxes 13
Balance at September 30 $ 1,928
(1) See Note 23—Legal Matters for additional information about the American Express settlement.
The Company, at the request of the litigation committee, may conduct additional sales of class A common stock in order to increase the size of the
escrow account, in which case the conversion rate of the class B common stock will be subject to additional dilutive adjustments to the extent of the proceeds
from those sales. To the extent that amounts available under the escrow arrangement and agreements in the Retrospective Responsibility Plan are insufficient
to fully resolve the covered litigation, the Company will use commercially reasonable efforts to enforce the indemnification obligations of Visa U.S.A.'s
members for such excess amount, including but not limited to enforcing indemnification obligations pursuant to Visa U.S.A.'s certificate of incorporation and
bylaws and in accordance with their membership agreements.
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