Case 2:12-md-02311-SFC-RSW ECF No. 2256, PageID.40220 Filed 12/27/24 Page 1 of 29
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`UNITED STATES DISTRICT COURT
`FOR THE EASTERN DISTRICT OF MICHIGAN
`SOUTHERN DIVISION
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`No. 12-md-02311
`Hon. Sean F. Cox
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`Case No. 2:12-cv-00103
`Case No. 2:12-cv-00203
`Case No. 2:12-cv-00303
`Case No. 2:12-cv-00403
`Case No. 2:12-cv-00503
`Case No. 2:12-cv-00603
`Case No. 2:13-cv-00703
`Case No. 2:13-cv-00803
`Case No. 2:13-cv-00903
`Case No. 2:13-cv-01003
`Case No. 2:13-cv-01103
`Case No. 2:13-cv-01203
`Case No. 2:13-cv-01303
`Case No. 2:13-cv-01403
`Case No. 2:13-cv-01503
`Case No. 2:13-cv-01603
`Case No. 2:13-cv-01703
`Case No. 2:13-cv-01803
`Case No. 2:13-cv-01903
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`Case No. 2:13-cv-02003
`Case No. 2:13-cv-02103
`Case No. 2:13-cv-02203
`Case No. 2:13-cv-02303
`Case No. 2:13-cv-02403
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`Case No. 2:13-cv-02503
`Case No. 2:13-cv-02603
`Case No. 2:13-cv-02703
`Case No. 2:13-cv-02803
`Case No. 2:14-cv-02903
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`IN RE: AUTOMOTIVE PARTS
`ANTITRUST LITIGATION
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`In Re: Wire Harness Systems
`In Re: Instrument Panel Clusters
`In Re: Fuel Senders
`In Re: Heater Control Panels
`In Re: Automotive Bearings
`In Re: Occupant Safety Systems
`In Re: Alternators
`In Re: Anti-Vibrational Rubber Parts
`In Re: Windshield Wiper Systems
`In Re: Radiators
`In Re: Starters
`In Re: Automotive Lamps
`In Re: Switches
`In Re: Ignition Coils
`In Re: Motor Generator
`In Re: Steering Angle Sensors
`In Re: HID Ballasts
`In Re: Inverters
`In Re: Electric Powered Steering
`Assemblies
`In Re: Air Flow Meters
`In Re: Fan Motors
`In Re: Fuel Injection Systems
`In Re: Power Window Motors
`In Re: Automatic Transmission Fluid
`Warmers
`In Re: Valve Timing Control Devices
`In Re: Electronic Throttle Bodies
`In Re: Air Conditioning Systems
`In Re: Windshield Washer Systems
`In Re: Automotive Constant Velocity
`Joint Boot Products
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`Case 2:12-md-02311-SFC-RSW ECF No. 2256, PageID.40221 Filed 12/27/24 Page 2 of 29
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`
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`In Re: Spark Plugs
`In Re: Automotive Hoses
`In Re: Shock Absorbers
`In Re: Body Sealing Products
`In Re: Interior Trim Products
`In Re: Automotive Brake Hoses
`In Re: Exhaust Systems
`In Re: Ceramic Substrates
`In Re: Power Window Switches
`In Re: Automotive Steel Tubes
`In Re: Access Mechanisms
`In Re: Side Door Latches
`In Re: Electronic Braking Systems
`In Re: Hydraulic Braking Systems
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`THIS DOCUMENT RELATES TO:
`End-Payor Actions
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`
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`Case No. 2:15-cv-03003
`Case No. 2:15-cv-03203
`Case No. 2:15-cv-03303
`Case No. 2:16-cv-03403
`Case No. 2:16-cv-03503
`Case No. 2:16-cv-03603
`Case No. 2:16-cv-03703
`Case No. 2:16-cv-03803
`Case No. 2:16-cv-03903
`Case No. 2:16-cv-04003
`Case No. 2:16-cv-04103
`Case No. 2:16-cv-04303
`Case No. 2:21-cv-04403
`Case No. 2:21-cv-04503
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`END-PAYOR PLAINTIFFS’ MOTION FOR PRO RATA DISTRIBUTIONS
`TO AUTHORIZED CLAIMANTS1
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`End-Payor Plaintiffs (“EPPs”), by
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`their Settlement Class Counsel,
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`respectfully move the Court for an order authorizing pro rata distributions of
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`payments from the Net Settlement Funds2 (excluding the reserved amount described
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`1 Unless otherwise defined herein, all capitalized terms shall have the meaning set
`forth in EPPs’ Motion for Distribution of $100 Minimum Payment to Authorized
`Claimants (see, e.g., No 2:12-cv-00103 (Aug. 29, 2024), ECF No. 656-1) and the
`Settlement Agreements that are the subject of the Rounds 1 through 5 Settlements.
`2 The Net Settlement Funds consist of the Rounds 1-5 Settlement Amounts, plus
`interest earned thereon through November 30, 2024, less attorneys’ fees, litigation
`costs and expenses, class notice, and settlement administration expenses approved
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`1
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`Case 2:12-md-02311-SFC-RSW ECF No. 2256, PageID.40222 Filed 12/27/24 Page 3 of 29
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`below) to Authorized Claimants pursuant to the Court-approved Round 4 Plan of
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`Allocation3 and Round 5 Plan of Allocation.4
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`On October 21, 2024, the Court approved EPPs’ Motion for Distribution of
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`$100 Minimum Payments to Authorized Claimants.5 Settlement Class Counsel now
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`seek approval to distribute payments from the Net Settlement Funds to Authorized
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`Claimants on a pro rata basis based on their respective allowed claimed losses. In
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`by the Court and paid to date, class representative service payments, and the $100
`minimum payments, plus a reserve established in connection with these payments
`totaling $450,000. The Net Settlement Funds continue to accrue interest and may be
`subject to reductions in connection with future expenses, including but not limited
`to Settlement Class Counsel’s forthcoming application for attorneys’ fees and
`reimbursement of expenses.
`3 See, e.g., Order Granting EPPs’ Unopposed Motion for an Order Approving the
`Proposed Further Revised Plan of Allocation and for Authorization to Disseminate
`Supplemental Notice to the Settlement Classes, Master File No. 2:12-md-02311
`(Dec. 20, 2019), ECF No. 2032 (order granting EPPs’ proposed Plan of Allocation
`in connection with the Rounds 1 through 4 Settlements); Proposed Further Revised
`Plan of Allocation and for Authorization to Disseminate Supplemental Notice to the
`Settlement Classes, Case No. 2:12-cv-00403 (Dec. 10, 2019), ECF No. 301-2 (EPPs’
`proposed Plan of Allocation in connection with the Rounds 1 through 4 Settlements).
`4 See, e.g., Order Granting EPPs’ Motion for an Order Approving the Proposed Plan
`of Allocation in Connection with the Round 5 Settlements, Master File No. 2:21-
`cv04403 (Feb. 6, 2023), ECF No. 14 (Order Granting EPPs’ Proposed Plan of
`Allocation in Connection with the Round 5 Settlements); Proposed Plan of
`Allocation and Distribution of the Automotive Parts Settlement Funds, Case No.
`2:21-cv-04403 (Nov. 18, 2022), ECF No. 8-1 (EPPs’ proposed Plan of Allocation in
`connection with the Round 5 Settlements).
`5 See Order Overruling FRS’s Objections and Approving End-Payor Plaintiffs’
`Motion for Distribution of $100 Minimum Payments to Authorized Claimants, Case
`No 2:12-cv-00103 (Oct. 21, 2024), ECF No. 663.
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`2
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`Case 2:12-md-02311-SFC-RSW ECF No. 2256, PageID.40223 Filed 12/27/24 Page 4 of 29
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`support of this motion, EPPs submit the accompanying Memorandum of Law, the
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`Declaration of Michelle M. La Count, Esq. Regarding End-Payor Plaintiffs’ Motion
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`for Pro Rata Distribution to Authorized Claimants, and a proposed order.
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`EPPs have not sought consent from Settling Defendants pursuant to Local
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`Rule 7.1 because Settling Defendants have long since been dismissed from this
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`Litigation and Settling Defendants have no interest in the distribution of the Net
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`Settlement Funds.
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`Dated: December 27, 2024
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`By: /s/ Adam J. Zapala
`Adam J. Zapala
`Elizabeth T. Castillo
`COTCHETT, PITRE & McCARTHY,
`LLP
`840 Malcolm Road
`Burlingame, CA 94010
`Telephone: (650) 697-6000
`Facsimile: (650) 697-0577
`azapala@cpmlegal.com
`ecastillo@cpmlegal.com
`
`By: /s/ William V. Reiss
`William V. Reiss
`ROBINS KAPLAN LLP
`1325 Avenue of the Americas, Suite 2601
`New York, NY 10019
`Telephone: (212) 980-7400
`Facsimile: (212) 980-7499
`wreiss@robinskaplan.com
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`By: /s/ Marc M. Seltzer
`Marc M. Seltzer
`Steven G. Sklaver
`SUSMAN GODFREY L.L.P.
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`Case 2:12-md-02311-SFC-RSW ECF No. 2256, PageID.40224 Filed 12/27/24 Page 5 of 29
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`1900 Avenue of the Stars, Suite 1400
`Los Angeles, CA 90067-6029
`Telephone: (310) 789-3100
`Facsimile: (310) 789-3150
`mseltzer@susmangodfrey.com
`ssklaver@susmangodfrey.com
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`Chanler A. Langham
`SUSMAN GODFREY L.L.P.
`1000 Louisiana Street, Suite 5100
`Houston, Texas 77002
`Telephone: (713) 651-9366
`Facsimile: (713) 651-6666
`clangham@susmangodfrey.com
`
`Jenna G. Farleigh
`SUSMAN GODFREY L.L.P.
`401 Union Street, Suite 3000
`Seattle, WA 98101
`Telephone: (206 505-3826
`jfarleigh@susmangodfrey.com
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`Settlement Class Counsel for the End-Payor
`Plaintiff Settlement Classes
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`By: /s/ E. Powell Miller
`E. Powell Miller
`Devon P. Allard
`THE MILLER LAW FIRM, P.C.
`950 W. University Dr., Ste. 300
`Rochester, Michigan 48307
`Telephone: (248) 841-2200
`Facsimile: (248) 652-2852
`epm@millerlawpc.com
`dpa@millerlawpc.com
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`Liaison Counsel for the End-Payor Plaintiff
`Settlement Classes
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`4
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`Case 2:12-md-02311-SFC-RSW ECF No. 2256, PageID.40225 Filed 12/27/24 Page 6 of 29
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`
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`UNITED STATES DISTRICT COURT
`FOR THE EASTERN DISTRICT OF MICHIGAN
`SOUTHERN DIVISION
`
`
`
`No. 12-md-02311
`Hon. Sean F. Cox
`
`Case No. 2:12-cv-00103
`Case No. 2:12-cv-00203
`Case No. 2:12-cv-00303
`Case No. 2:12-cv-00403
`Case No. 2:12-cv-00503
`Case No. 2:12-cv-00603
`Case No. 2:13-cv-00703
`Case No. 2:13-cv-00803
`Case No. 2:13-cv-00903
`Case No. 2:13-cv-01003
`Case No. 2:13-cv-01103
`Case No. 2:13-cv-01203
`Case No. 2:13-cv-01303
`Case No. 2:13-cv-01403
`Case No. 2:13-cv-01503
`Case No. 2:13-cv-01603
`Case No. 2:13-cv-01703
`Case No. 2:13-cv-01803
`Case No. 2:13-cv-01903
`
`Case No. 2:13-cv-02003
`Case No. 2:13-cv-02103
`Case No. 2:13-cv-02203
`Case No. 2:13-cv-02303
`Case No. 2:13-cv-02403
`
`Case No. 2:13-cv-02503
`Case No. 2:13-cv-02603
`Case No. 2:13-cv-02703
`Case No. 2:13-cv-02803
`Case No. 2:14-cv-02903
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`
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`IN RE: AUTOMOTIVE PARTS
`ANTITRUST LITIGATION
`
`In Re: Wire Harness Systems
`In Re: Instrument Panel Clusters
`In Re: Fuel Senders
`In Re: Heater Control Panels
`In Re: Automotive Bearings
`In Re: Occupant Safety Systems
`In Re: Alternators
`In Re: Anti-Vibrational Rubber Parts
`In Re: Windshield Wiper Systems
`In Re: Radiators
`In Re: Starters
`In Re: Automotive Lamps
`In Re: Switches
`In Re: Ignition Coils
`In Re: Motor Generator
`In Re: Steering Angle Sensors
`In Re: HID Ballasts
`In Re: Inverters
`In Re: Electric Powered Steering
`Assemblies
`In Re: Air Flow Meters
`In Re: Fan Motors
`In Re: Fuel Injection Systems
`In Re: Power Window Motors
`In Re: Automatic Transmission Fluid
`Warmers
`In Re: Valve Timing Control Devices
`In Re: Electronic Throttle Bodies
`In Re: Air Conditioning Systems
`In Re: Windshield Washer Systems
`In Re: Automotive Constant Velocity
`Joint Boot Products
`
`
`
`

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`Case 2:12-md-02311-SFC-RSW ECF No. 2256, PageID.40226 Filed 12/27/24 Page 7 of 29
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`
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`In Re: Spark Plugs
`In Re: Automotive Hoses
`In Re: Shock Absorbers
`In Re: Body Sealing Products
`In Re: Interior Trim Products
`In Re: Automotive Brake Hoses
`In Re: Exhaust Systems
`In Re: Ceramic Substrates
`In Re: Power Window Switches
`In Re: Automotive Steel Tubes
`In Re: Access Mechanisms
`In Re: Side Door Latches
`In Re: Electronic Braking Systems
`In Re: Hydraulic Braking Systems
`
`
`THIS DOCUMENT RELATES TO:
`End-Payor Actions
`
`
`
`Case No. 2:15-cv-03003
`Case No. 2:15-cv-03203
`Case No. 2:15-cv-03303
`Case No. 2:16-cv-03403
`Case No. 2:16-cv-03503
`Case No. 2:16-cv-03603
`Case No. 2:16-cv-03703
`Case No. 2:16-cv-03803
`Case No. 2:16-cv-03903
`Case No. 2:16-cv-04003
`Case No. 2:16-cv-04103
`Case No. 2:16-cv-04303
`Case No. 2:21-cv-04403
`Case No. 2:21-cv-04503
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`MEMORANDUM OF LAW IN SUPPORT OF END-PAYOR PLAINTIFFS’
`MOTION FOR PRO RATA DISTRIBUTIONS TO AUTHORIZED
`CLAIMANTS
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`Case 2:12-md-02311-SFC-RSW ECF No. 2256, PageID.40227 Filed 12/27/24 Page 8 of 29
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`TABLE OF CONTENTS
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`STATEMENT OF THE ISSUE PRESENTED ........................................................ ii 
`CONTROLLING OR MOST APPROPRIATE AUTHORITIES FOR
`THE RELIEF SOUGHT .......................................................................................... iii 
`I. 
`INTRODUCTION ................................................................................. 1 
`II. 
`BACKGROUND ................................................................................... 4 
`A. 
`Implementation of the $100 Minimum Distribution .................. 4 
`B. 
`Epiq’s Settlement Administration Work to Date ........................ 4 
`C. 
`Proposed Pro Rata Distribution of Award
`Payments from the Net Settlement Funds Subject
`to the Reserve Fund .................................................................... 9 
`III.  ARGUMENT ...................................................................................... 12 
`A. 
`The Court Should Approve the Settlement
`Administrator’s Claim Determinations ..................................... 12 
`The Court Should Authorize the Creation of a
`Reserve Fund Amounting to 15% of the Net
`Settlement Funds ....................................................................... 14 
`The Court Should Approve the Proposed Pro Rata
`Distribution of the Net Settlement Fund Subject to
`the Reserve Fund ....................................................................... 14 
`D.  At Settlement Class Counsel’s Direction, the Court
`Should Permit the Settlement Administrator to
`Make Additional Payments to Authorized
`Claimants if the Circumstances Warrant and
`Authorize an Additional Pro Rata Distribution if
`Economically Feasible .............................................................. 16 
`IV.  CONCLUSION ................................................................................... 17 
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`B. 
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`C. 
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`Case 2:12-md-02311-SFC-RSW ECF No. 2256, PageID.40228 Filed 12/27/24 Page 9 of 29
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`STATEMENT OF THE ISSUE PRESENTED
`Whether the Court should authorize pro rata distributions of payments from
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`the Net Settlement Funds (excluding the reserved amount) to Authorized Claimants
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`pursuant to the Round 4 and Round 5 Plans of Allocation.
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`ii
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`Case 2:12-md-02311-SFC-RSW ECF No. 2256, PageID.40229 Filed 12/27/24 Page 10 of 29
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`CONTROLLING OR MOST APPROPRIATE AUTHORITIES FOR THE
`RELIEF SOUGHT
`Proposed Further Revised Plan of Allocation and for Authorization to Disseminate
`Supplemental Notice to the Settlement Classes, Case No. 2:12-cv-00403 (Dec. 10,
`2019), ECF No. 301-2 (EPPs’ proposed Plan of Allocation in connection with the
`Rounds 1 through 4 Settlements).
`Order Granting EPPs’ Unopposed Motion for an Order Approving the Proposed
`Further Revised Plan of Allocation and for Authorization to Disseminate
`Supplemental Notice to the Settlement Classes, Master File No. 2:12-md-02311
`(Dec. 20, 2019), ECF No. 2032 (order granting EPPs’ proposed Plan of Allocation
`in connection with the Rounds 1 through 4 Settlements).
`Proposed Plan of Allocation and Distribution of the Automotive Parts Settlement
`Funds, Case No. 2:21-cv-04403 (Nov. 18, 2022), ECF No. 8-1 (EPPs’ proposed Plan
`of Allocation in connection with the Round 5 Settlements).
`Order Granting EPPs’ Motion for an Order Approving the Proposed Plan of
`Allocation in Connection with the Round 5 Settlements, Master File No. 2:21-
`cv04403 (Feb. 6, 2023), ECF No. 14 (order granting EPPs’ proposed Plan of
`Allocation in connection with the Round 5 Settlements).
`Order Overruling FRS’s Objections and Approving End-Payor Plaintiffs’ Motion
`for Distribution of $100 Minimum Payments to Authorized Claimants, Case No.
`2:12-cv-00103 (Oct. 21, 2024), ECF No. 663 (authorizing the Settlement
`Administrator to distribute $100 minimum payments to Authorized Claimants from
`the Net Settlement Funds from the Rounds 1 through 5 Settlements pursuant to the
`Round 4 and Round 5 Plans of Allocation).
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`iii
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`Case 2:12-md-02311-SFC-RSW ECF No. 2256, PageID.40230 Filed 12/27/24 Page 11 of 29
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`I.
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`INTRODUCTION
`The settlement administration process in this complex multidistrict litigation
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`has been extraordinarily complicated and time-consuming. Tens of thousands of
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`claims have been submitted covering millions of vehicles. Settlement Class Counsel1
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`and the Settlement Administrator, Epiq Class Action & Claims Solutions, Inc.
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`(“Epiq” or the “Settlement Administrator”), expended thousands of hours reviewing
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`and processing claims and engaging
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`in follow-up efforts regarding
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`the
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`documentation submitted in support of the claims. Declaration of Michelle M. La
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`Count, Esq. Regarding End-Payor Plaintiffs’ Motion for Pro Rata Distributions to
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`Authorized Claimants (“La Count Decl.”) ¶ 13. In addition, Epiq expended many
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`hours in consultation with Settlement Class Counsel deduplicating over 3.4 million
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`claimed vehicles, which resulted in the elimination of millions of non-qualifying
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`claimed vehicles. ¶¶ 11, 18, 22.
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`On October 21, 2024, the Court granted EPPs’ Motion for Distribution of
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`$100 Minimum Payments to Authorized Claimants.2 Minimum Distribution Order
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`1 Unless otherwise defined herein, all capitalized terms shall have the meaning set
`forth in in EPPs’ Motion for Distribution of $100 Minimum Payment to Authorized
`Claimants (see, e.g., No 2:12-cv-00103 (Aug. 29, 2024), ECF No. 656-1) and the
`Settlement Agreements that are the subject of the Rounds 1 through 5 Settlements.
`2 Order Overruling FRS’s Objections and Approving End-Payor Plaintiffs’ Motion
`for Distribution of $100 Minimum Payments to Authorized Claimants, Case No.
`2:12-cv-00103 (Oct. 21, 2024), ECF No. 663 (“Minimum Distribution Order”).
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`Case 2:12-md-02311-SFC-RSW ECF No. 2256, PageID.40231 Filed 12/27/24 Page 12 of 29
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`¶ 4. On December 24, 2024, Epiq commenced distribution of the $100 minimum
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`payments to Authorized Claimants. La Count Decl. ¶ 7.
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`Epiq reviewed each claimed vehicle and replacement part for eligibility for
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`each of the 43 separate, but related EPP class action cases. La Count Decl. ¶¶ 9, 43,
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`56. Consistent with the Round 4 and Round 5 Plans of Allocation, Epiq performed
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`calculations for the proposed pro rata distribution of payments from the Rounds 1-
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`4 Net Settlement Funds to Authorized Claimants. Id. ¶ 51(h).3
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`Subject to approval by the Court, Epiq is now prepared to distribute pro rata
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`payments from the Rounds 1-4 Net Settlement Funds to Authorized Claimants.
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`Accordingly, EPPs respectfully move the Court for an order: (1) approving the
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`Settlement Administrator’s claim determinations made pursuant to the Round 4 and
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`Round 5 Plans of Allocation as well as the methodology described herein and more
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`fully described in the La Count Decl. at ¶ 51(a-h); (2) establishing a reserve of 15%
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`of the Net Settlement Funds to be used for administrative costs, resolving any
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`matters that might arise in connection with distribution of the proceeds of the
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`3 After distribution of the minimum $100 payments in connection with the Round 5
`Settlements, $741,862.64 will remain in the Round 5 Net Settlement Funds. La
`Count Decl. ¶ 6. Upon the Court’s Order granting this Motion, Epiq will make any
`Round 5 pro rata distributions following consultation and approval by Settlement
`Class Counsel utilizing the same validation approach applied in the Rounds 1
`through 4 Settlements.
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`Case 2:12-md-02311-SFC-RSW ECF No. 2256, PageID.40232 Filed 12/27/24 Page 13 of 29
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`remaining Net Settlement Funds,4 and Settlement Class Counsel’s application for
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`attorneys’ fees and reimbursement of costs and expenses (“the “Reserve Fund”); (3)
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`authorizing the pro rata distributions of payments from the Net Settlement Funds to
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`Authorized Claimants subject to the Reserve Fund; (4) authorizing the Settlement
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`Administrator, at the direction of Settlement Class Counsel, to make additional
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`payments to Authorized Claimants from the Reserve Fund in connection with the
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`pro rata distributions if circumstances warrant; and (5) authorizing the Settlement
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`Administrator, at the direction of Settlement Class Counsel, to make a second pro
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`rata distribution from any residual amount of the Net Settlement Funds within 15
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`months of Epiq issuing checks in connection with the first pro rata distribution, if
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`economically feasible.
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`The Net Settlement Funds total approximately $972 million. La Count Decl.
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`¶ 47. If the Court approves EPPs’ requested Reserve Fund of 15% of the Net
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`Settlement Funds, approximately $827 million will remain available to be
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`distributed on a pro rata basis to Authorized Claimants at this time. Id. ¶ 49.
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`4 The Net Settlement Funds consist of the Rounds 1-5 Settlement Amounts, plus
`interest earned thereon through November 30, 2024, less attorneys’ fees, litigation
`costs and expenses, class notice and settlement administration expenses approved by
`the Court and paid to date, class representative service payments, and the $100
`minimum payments plus a reserve in connection with these payments totaling
`$450,000.
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`3
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`Case 2:12-md-02311-SFC-RSW ECF No. 2256, PageID.40233 Filed 12/27/24 Page 14 of 29
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`II. BACKGROUND
`A.
`Implementation of the $100 Minimum Distribution
`On October 21, 2024, the Court entered an Order approving EPPs’ Motion for
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`Distribution of $100 Minimum Payments to Authorized Claimants. See, generally,
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`Minimum Distribution Order. Pursuant to the Court’s $100 Minimum Distribution
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`Order, the Settlement Administrator began distributing the $100 minimum payments
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`to Authorized Claimants on December 24, 2024. La Count Decl. ¶ 7. The $100
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`minimum payment distribution included digital, wire, and physical check payments
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`to Authorized Claimants. Id.
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`B.
`Epiq’s Settlement Administration Work to Date
`Since the Court’s entry of the Minimum Distribution Order, the Settlement
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`Administrator has completed initial processing for all claims in connection with the
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`Rounds 1 through 5 Settlements and reviewed claimants’ eligibility to recover for
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`all qualifying vehicles and purchases claimed in connection with the Rounds 1-4
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`Settlements. La Count Decl. ¶¶ 9, 56. Epiq categorized claims into Small Claim
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`Submissions and Large Claim Submissions based on the number of vehicles claimed
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`(La Count Decl. ¶ 10) and undertook a careful and rigorous verification processes
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`based on the claims that were submitted. Id. ¶¶ 11-28.
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`To ensure eligibility of a claim, claimants were required to submit certain
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`information about claimed vehicles. For those claimants submitting Large Claim
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`Submissions, the requisite information included a list of Vehicle Identification
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`4
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`Numbers (“VINs”) for each vehicle claimed. Id. ¶¶ 14, 19. Based on this
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`information, Epiq determined that claims covering 32,483,686 vehicles were valid.
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`Id. ¶ 29. As set forth in greater detail in the La Count Decl., Epiq, along with
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`Settlement Class Counsel, expended thousands of hours administering the claims
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`that were submitted. Id. ¶¶ 13, 56.
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`For Large Claim Submissions, Epiq required that in addition to submitting a
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`VIN for each vehicle claimed, each claimant was required to submit evidence of a
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`representative sample of vehicles chosen by Epiq confirming the vehicles’ make,
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`model, year, ownership/leaseholder status, date of purchase/lease, and location of
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`purchase/lease in a qualifying damages state for a particular number of the claimed
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`vehicles (“Sample Vehicle Documentation”).5 Id. ¶ 19.
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`In consultation with Settlement Class Counsel, Epiq determined that a
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`requirement that claimants provide documentation for all vehicles submitted as part
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`of a Large Claim Submission might prove unduly burdensome for some claimants
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`given the number of vehicles covered by each claim and the length of the Settlement
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`Class Periods. Id. ¶ 23. Imposing such a requirement would also have been to the
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`5 The Settlement Administrator specified that the requisite proof included purchase
`orders, lease contracts, title documents and/or purchase or lease documents that
`provided sufficient information enabling the Settlement Administrator to identify
`the purchaser’s or lessee’s name and address, VIN, the date and place of purchase
`or lease, and either the purchaser/lessee’s place of residence, or for businesses, their
`principal place of business. La Count Decl. at ¶ 13 n. 8.
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`5
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`detriment of Settlement Class Members because it would have resulted in significant
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`delay and increased costs. Id. Accordingly, Epiq requested Sample Vehicle
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`Documentation from claimants with Large Claim Submissions for a subset of their
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`claimed vehicles. Id. ¶ 24. As reflected in the La Count Decl., Epiq devised a matrix
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`which established the number of vehicles for which a claimant was required to
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`provide Sample Vehicle Documentation based on the number of vehicles claimed.
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`Id. The more vehicles claimed, the greater number of vehicle claims a claimant was
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`required to substantiate with Sample Vehicle Documentation. Id.
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`If a claimant was unable to provide Sample Vehicle Documents for vehicles
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`model years 2011 and older, Epiq allowed the claimant to alternatively submit: (i)
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`Sample Vehicle Documentation for three vehicles per claimed manufacturing year
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`in 2011 or before; or (ii) a data export from the claimant’s digital records detailing
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`all claimed purchases/leases from 2011 and before, accompanied by a signed
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`affidavit verifying the claim. Id. ¶ 25.
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`Epiq sent out two rounds of deficiency notices to those claimants who failed
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`to adequately support their claimed vehicles with Sample Vehicle Documentation.
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`Id. ¶ 36. The Settlement Administrator devoted substantial time and effort reviewing
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`and reconciling claimants’ documentation and conferring with claimants concerning
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`their submissions of supporting evidence. Id. As part of this process, Epiq conducted
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`an analysis of documents submitted by claimants to support claims for 22,946
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`6
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`vehicles. Based on its analysis of these documents, Epiq was able to validate claims
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`for 25.69% of these vehicles. Id.
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`Employing the 25.69% validation rate, Settlement Class Counsel directed the
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`Settlement Administrator to adjust the validation rate of Large Claim Submissions
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`based on the total number of vehicles a claimant supported with Sample Vehicle
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`Documentation divided by the total number of vehicles for which Epiq requested
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`Sample Vehicle Documentation (“Adjusted Validation Rate”). Id. ¶ 37.
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`Pursuant to the Adjusted Validation Rate, a claimant’s calculated allowed
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`points were adjusted (as necessary) by multiplying the total claimed vehicle points
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`by an established adjustment percentage based on the proportion of sample vehicle
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`claims that Epiq verified relative to the total number of vehicles for which Epiq
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`requested Sample Vehicle Documentation. Id. ¶ 38. A chart reflecting the Adjusted
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`Validation rates based on the percentage of sample vehicle claims that were
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`validated is set forth in paragraph 38 of the La Count Decl.
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`For example, a claimant submitting a claim covering 100 vehicles with a total
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`point value of 100 points (one point for each claimed vehicle) would have been
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`requested by Epiq to submit Sample Vehicle Documentation for 20 vehicles. Id.
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`¶ 24. If the hypothetical claimant provided Sample Vehicle Documentation verifying
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`its claims for five of the 20 vehicles for which Epiq requested Sample Vehicle
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`Documentation (25%), then the hypothetical claimant would have been awarded 50
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`total points (50% of its total eligible allowed loss points). Id. ¶ 38.
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`In consultation with Settlement Class Counsel, Epiq required that all claims
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`for a replacement automotive part be accompanied by documentation.6 Id. ¶ 43. Epiq
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`imposed this requirement because many replacement automotive parts are
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`manufactured and sold by third parties (“Aftermarket Parts”) rather than by
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`Defendants (“OEM Parts”) and, absent documentation, it was in most instances
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`impossible to determine the manufacturer of the replacement automotive part. Id.
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`Epiq determined that all replacement automotive part claims unsupported by valid
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`documentation of an OEM Part purchase would be ineligible for recovery in
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`connection with the Rounds 1 through 5 Settlements. Id.
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`The La Count Decl. sets forth in detail how Epiq assessed the eligibility for
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`pro rata distribution of claimed vehicles and automotive replacement parts. It also
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`discusses how Epiq assessed eligibility for replacement automotive part claims. Id.
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`¶¶ 42-46.
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`No further review or validation is required for the Settlement Administrator
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`to be able to effectuate a pro rata distribution of the Settlement Funds established
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`by the Rounds 1-4 Settlements. Id. ¶ 56.
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`6 This required, for example, that if a claimant submitted a claim for 100 replacement
`parts, Epiq required documentation for each of the 100 claimed replacement parts.
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`C.
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`Proposed Pro Rata Distribution of Award Payments from the Net
`Settlement Funds Subject to the Reserve Fund
`Consistent with the Round 4 and Round 5 Plans of Allocation, Epiq allocated
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`the Net Settlement Funds from the Rounds 1-5 Settlements into 43 Automotive Part
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`Funds based on the applicable Automotive Part case (the “Settlement Part Fund”)
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`(e.g., Instrument Panel Clusters Settlement Part Fund). Id. ¶ 50. Epiq then assigned
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`each Authorized Claimant points based on all eligible vehicles purchased or leased
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`or replacement parts purchased. Id. ¶ 32. Those vehicles that were specifically
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`identified on the Settlement Website as “targeted” vehicles, meaning the vehicle was
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`specifically targeted by the alleged conspiracies, were credited four points. Id. ¶ 30.
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`All other eligible vehicles and all eligible replacement parts were credited one point.
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`Id.7
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`Epiq calculated a pro rata percentage for each Authorized Claimant in a
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`particular Settlement Part Fund by dividing the claimant’s eligible points in a given
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`Settlement Part Fund by the total points eligible for payment within each specific
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`Settlement Part Fund. Id. ¶ 51(b). Epiq multiplied each claimant’s pro rata
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`7 See, e.g., Order Granting EPPs’ Unopposed Motion for an Order Approving the
`Proposed Further Revised Plan of Allocation and for Authorization to Disseminate
`Supplemental Notice to the Settlement Classes ¶¶ 6-8, Master File No. 2:12-md-
`02311 (Dec. 20, 2019), ECF No. 2032 (order approving further revised plan of
`allocation in connection with Round 4 Settlements); Proposed Further Revised Plan
`of Allocation and for Authorization to Disseminate Supplemental Notice to the
`Settlement Classes, Case No. 2:12-cv-00403 (Dec. 10, 2019), ECF No. 301-2 (EPPs’
`proposed Plan of Allocation in connection with the Rounds 1 through 4 Settlements).
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`percentage within each Settlement Part Fund by the available funding for the
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`Settlement Part Fund after excluding the portion of the Reserve Fund applicable to
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`each Settlement Part Fund, but before deducting funds attributable to the $100
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`minimum payments. Id. ¶ 51(c). Epiq then summed the claimant’s pro rata payments
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`across all the eligible Settlement Part Funds to establish an aggregated original pro
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`rata distribution payment for each Authorized Claimant. Id. ¶ 51(d).
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`Epiq excluded from the pro rata distribution for each Settlement Part Fund
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`those Authorized Claimants whose aggregate original pro rata distribution payment
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`was less than or equal to $100. Id. ¶ 51(e). The Settlement Administrator included
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`the remaining Authorized Claimants whose original pro rata calculation reached a
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`combined value of more than $100 across one or more Settlement Part Funds in an
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`adjusted pro rata calculation. Id. ¶ 51(f).
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`Epiq reapplied the pro rata calculation methodology outlined above after
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`adjusting the balances of each Settlement Part Fund for the portion of the $100
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`minimum payment attributable to each Settlement Part Fund and the Reserve Fund.
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`Id. Specifically, the Settlement Administrator (1) divided each claimant’s points
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`within a given Settlement Part Fund by the total combined point value of each
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`Settlement Part Fund; (2) multiplied the resulting individualized pro rata percentage
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`by the Settlement Part Fund’s distributable funds; and (3) determined the individual
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`adjusted pro rata distribution payment for each Authorized Claimant in each
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`Settlement Part Fund based on these calculations. Id.
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`Finally, Epiq combined the resulting individual adjusted pro rata distribution
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`payments in each Settlement Part Fund to establish the total adjusted pro rata
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`distribution payment for each Authorized Claiman