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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2015
trebling), as well as attorneys’ fees and injunctive relief. The class plaintiffs also filed a Second
Supplemental Class Action Complaint against Visa Inc. and certain member financial institutions
challenging Visa’s reorganization and IPO under the antitrust laws and seeking unspecified money
damages and declaratory and injunctive relief, including an order that the IPO be unwound.
The Company and the individual merchants whose claims were consolidated with the MDL (the
“Individual Plaintiffs”) signed a settlement agreement to resolve the Individual Plaintiffs’ claims against
the Company for approximately $350 million. This payment was made from the litigation escrow
account on October 29, 2012, and the court has dismissed those claims with prejudice.
In addition, Visa Inc., Visa U.S.A., Visa International, MasterCard Incorporated, MasterCard
International Incorporated, various U.S. financial institution defendants, and the class plaintiffs signed a
settlement agreement (the “Settlement Agreement”) to resolve the class plaintiffs’ claims. The terms of
the Settlement Agreement include, among other terms:
• A comprehensive release from participating class members for liability arising out of
claims asserted in the litigation, and a further release to protect against future litigation
regarding default interchange and the other U.S. rules at issue in the MDL;
• Settlement payments from the Company of approximately $4.0 billion;
• Distribution to class merchants of an amount equal to 10 basis points of default
interchange across all credit rate categories for a period of eight consecutive months,
which otherwise would have been paid to issuers and which effectively reduces credit
interchange for that period of time;
• Certain modifications to the Company’s rules, including modifications to permit
surcharging on credit transactions under certain circumstances, subject to a cap and a
level playing field with other general purpose card competitors; and
• Agreement that the Company will meet with merchant buying groups that seek to
negotiate interchange rates collectively.
On December 10, 2012, Visa paid approximately $4.0 billion from the litigation escrow account
into a settlement fund established pursuant to the Settlement Agreement.
On January 14, 2014, the court entered a final judgment order approving the settlement, from
which a number of objectors have appealed. Until the appeals are finally adjudicated, no assurance
can be provided that the Company will be able to resolve the class plaintiffs’ claims as contemplated by
the Settlement Agreement. The U.S. Court of Appeals for the Second Circuit heard argument in the
objectors’ appeals on September 28, 2015.
On January 14, 2015, following a court-approved process to give class members who previously
opted out of the damages portion of the class settlement an option to rejoin it, the class administrator
reported that it had received 1,179 requests by merchants to rejoin the cash settlement class, some of
which may include multiple merchants.
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