Ajay Banga
Analyst · Tien-Tsin Huang with JPMorgan
Okay, so fortunately, I'm not a lawyer either. That's the good news. But let me spill a little bit more about this, Tien-Tsin, just for a second. And I do have Noah sitting here who's my General Counsel, who's looking a little disturbed at my saying “fortunately.” Neither you nor I are lawyers but, hey, that's what makes us decent guys. So you have the deal, all the jokes aside. By entering into this judgment and settlement sharing agreement, what we're doing is we've defined and capped a percentage of our financial exposure in the case of an adverse kind of judgment or settlement. And the percentage that we've agreed to in the sharing agreement is what that will come out at rather than potentially 100%. So in the event of a global settlement, which involves Visa, involves the bank defendants and involves MasterCard, MasterCard would pay 12% of the monetary portion of the settlement. However, in the event of a settlement which involves only MasterCard and the defendant banks with respect to their MasterCard issuance, which could happen, then MasterCard would pay 36% of the monetary portion of that settlement. So that's the difference between those two numbers. This same percentage is, just to clarify, apply in the event that any of the cases go to trial and an adverse monetary judgment is rendered on any of those cases. Now where this came about was based on lots of negotiation. What we are pleased about is at least our share is not capped. Also importantly for us, Tien-Tsin, the covered cases in these agreements kind of parallel the cases that are covered as a part of Visa's retrospective liability plan, meaning in English, the covered cases include the existing proposed class action and the individual merchant actions, as well as any future opt-out merchant actions. So it's the whole lot. I don't know if the merchant cases will settle or not, which is to the latter part of your question. Just to engage in confidential mediation efforts, all the defendants are still awaiting decisions on their motions to dismiss. The court has not yet ruled on the merchant's motion for class edification. So everybody's kind of working on an additional round of briefings. No trial date has been set. This stuff is still very much up in the air as far as all that is concerned. All we've got done is get a value to our share of the responsibility. The 12%, if it's a global settlement, the 36%, if it's MasterCard, and the defendant banks for their share of the MasterCard issuance. I'm almost a lawyer.