v3.25.2
U.S. and Europe Retrospective Responsibility Plans
9 Months Ended
Jun. 30, 2025
Retrospective Responsibility Plans [Abstract]  
U.S. and Europe Retrospective Responsibility Plans
Note 5—U.S. and Europe Retrospective Responsibility Plans
U.S. Retrospective Responsibility Plan
Under the terms of the U.S. retrospective responsibility plan, the Company maintains an escrow account from which settlements of, or judgments in, certain litigation (U.S. covered litigation) are paid. The accrual related to the U.S. covered litigation could be either higher or lower than the U.S. litigation escrow account balance. See Note 13—Legal Matters.
The following table presents the changes in the U.S. litigation escrow account:
Nine Months Ended
June 30,
20252024
 (in millions)
Balance as of beginning of period
$3,089 $1,764 
Deposits into the U.S. litigation escrow account375 — 
Payments to opt-out merchants(1), net of interest earned on escrow funds
(768)(168)
Balance as of end of period
$2,696 $1,596 
(1)These payments are associated with the interchange multidistrict litigation. See Note 13—Legal Matters.
Europe Retrospective Responsibility Plan
Visa Inc., Visa International and Visa Europe are parties to certain existing and potential litigation relating to the setting of multilateral interchange fee rates in the Visa Europe territory (VE territory covered litigation). Under the terms of the Europe retrospective responsibility plan, the Company is entitled to recover certain losses resulting from VE territory covered litigation (VE territory covered losses) through a periodic adjustment to the class A common stock conversion rates applicable to the series B and C preferred stock. VE territory covered losses are recorded in right to recover for covered losses, a contra-equity account within stockholders’ equity, before the corresponding adjustment to the applicable conversion rate is effected. Adjustments to the conversion rate may be executed once in any six-month period unless a single, individual loss greater than €20 million is incurred, in which case, the six-month limitation does not apply. When the adjustment to the conversion rate is made, the amount previously recorded in right to recover for covered losses is then recorded against the book value of the preferred stock within stockholders’ equity.
The following tables present the activities in the preferred stock and right to recover for covered losses within stockholders’ equity:
Nine Months Ended
June 30, 2025
Preferred StockRight to Recover for Covered Losses
Series BSeries C
(in millions)
Balance as of beginning of period
$104 $387 $(104)
VE territory covered losses(1)
— — (22)
Recovery through conversion rate adjustment
(5)(3)
Balance as of end of period
$99 $384 $(118)
Nine Months Ended
June 30, 2024
Preferred StockRight to Recover for Covered Losses
Series BSeries C
(in millions)
Balance as of beginning of period
$441 $801 $(140)
VE territory covered losses(1)
— — (81)
Recovery through conversion rate adjustment(2)
(161)(20)175 
Balance as of end of period
$280 $781 $(46)
(1)VE territory covered losses reflect litigation provision for settlements with merchants and additional legal costs. See Note 13—Legal Matters.
(2)Adjustment to right to recover for covered losses for the conversion rate adjustment differs from the actual recovered amount due to differences in foreign exchange rates between the time the losses were incurred and the subsequent recovery through the conversion rate adjustment.
The following table presents the as-converted value of the preferred stock available to recover VE territory covered losses compared to the book value of preferred stock recorded within the Company’s consolidated balance sheets:
June 30, 2025September 30, 2024
As-converted Value(1),(2)
Book Value
As-converted Value(1),(3)
Book Value
(in millions)
Series B preferred stock$877 $99 $684 $104 
Series C preferred stock1,998 384 1,550 387 
Total2,875 483 2,234 491 
Less: right to recover for covered losses(118)(118)(104)(104)
Total recovery for covered losses available$2,757 $365 $2,130 $387 
(1)Figures in the table may not recalculate exactly due to rounding. As-converted value is based on unrounded numbers.
(2)As of June 30, 2025, the as-converted value of preferred stock is calculated as the product of: (a) 2 million and 3 million shares of the series B and C preferred stock outstanding, respectively; (b) 0.9960 and 1.7830, the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $355.05, Visa’s class A common stock closing stock price.
(3)As of September 30, 2024, the as-converted value of preferred stock is calculated as the product of: (a) 2 million and 3 million shares of the series B and C preferred stock outstanding, respectively; (b) 1.0030 and 1.7860, the class A common stock conversion rate applicable to the series B and C preferred stock outstanding, respectively; and (c) $274.95, Visa’s class A common stock closing stock price.