Unites States of America v. Apple, Inc. et al

Filing 424

DECLARATION of Michael R. Bromwich in Opposition re: 416 Order,,,,,,. Document filed by United States of America. (Attachments: # 1 Exhibits A-Z to Declaration of Michael R. Bromwich, # 2 Exhibits AA-PP to Declaration of Michael R. Bromwich)(Buterman, Lawrence)

BROMWICH EXHIBIT A

From: Kyle Andeer [mailto:[e-mail]]
Sent: Thursday, October 17, 2013 12:08 AM
To: [e-mail]; Nigro, Barry
Subject: Introduction

Hi Michael & Barry,
I wanted to drop you a quick note of introduction in light of today's news. I am responsible for Apple's in-house
antitrust/competition legal team; I have spent three years here after a decade at the DOJ and the FTC.
I don't believe I have met either of you before but I am looking forward to it. The circumstances (at least from
my perspective) could be better but I am committed to working with both of you and developing a best of class
antitrust compliance program for iTunes. We are already hard at work developing such a program working with
our internal compliance team here at Apple and Kevin Arquit and Matt Reilly at Simpson Thacher. We are
hopeful that the program that we will present to you in 90 days will meet our lofty goals. That said, we
recognize and expect that you will have thoughts and comments. I really do hope this can be a collaborative
effort.
I thought it might be helpful to at least introduce myself at the outset. I am more than willing to get on a call (or
a plane) at any time if that would be of interest. And Michael, I apologize for using your Goodwin address . . .
I did not have one for your consulting practice. Let me know if there is a better contact.
Kyle

Kyle Andeer | Apple Legal | Senior Director, Competition Law & Policy/Commercial & Retail Law
1 Infinite Loop, Cupertino, California 95014 | T [phone] | C [phone] | [e-mail]
The information in this e-mail and any attachment(s) is intended solely for the personal and confidential use of the designated recipients. This
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forward, or otherwise disseminate this message. Please notify us of the transmission error by reply e-mail and delete all copies of the message and
any attachment(s) from your systems.

1

BROMWICH EXHIBIT B

From:
Sent:
To:
Cc:
Subject:
Attachments:

Michael Bromwich [[e-mail]]
Wednesday, October 23, 2013 6:58 PM
Kyle Andeer
Nigro, Barry; Cirincione, Maria
Monitoring Letter
Apple Monitoring Letter -- 10-23.doc

Dear Kyle,
I have attached a draft letter that sets forth our duties and responsibilities as the external antitrust
compliance monitor under the Final Judgment, and touches on other matters relevant to our
monitoring work, including information about fees, expenses, and confidentiality. This letter is
specifically tailored to the provision of monitoring services under the Final Judgment. Accordingly, it
is different in various ways from the engagement letter that would be appropriate if Apple were a
client of a law firm or my consulting firm.
Before I provided a signed version of the letter, I wanted to make sure it should be addressed to you
rather than someone else at Apple, and give you the opportunity to suggest any revisions to Section 10
of the letter dealing with confidentiality. I realize this may be a sensitive issue and I wanted to make
sure the language I have crafted is acceptable. I am willing to consider reasonable modifications.
Please confirm that you should be the recipient of this letter (or provide an alternative addressee) and
suggest any reasonable changes to the confidentiality language as promptly as you can.
Thanks very much.
MRB

1

BROMWICH EXHIBIT B

The Bromwich Group LLC
901 New York Avenue, NW 5th Floor
Washington, DC 20001
October 23, 2013
Kyle Andeer, Esquire
Apple Inc.
1 Infinite Loop
Cupertino, California 95014
Re: External Antitrust Compliance Monitoring
Dear Mr. Andeer:
This letter sets forth the terms under which The Bromwich Group LLC, a
Delaware limited liability company (“the Bromwich Group” or “we”), will discharge its
responsibilities to the Court as the External Compliance Monitor (“monitor”) under the
Plaintiff United States’ Final Judgment in United States of America v. Apple, Inc. et al.,
and the Plaintiff States’ Order Entering Permanent Injunction (collectively the “Final
Judgment”) in The State of Texas, et. al., v. Penguin Group (USA) Inc. et al., Civil Action
No. 1:12-CV-3394, dated September 5, 2013, in the United States District Court for the
Southern District of New York. A copy of the Final Judgment is attached as Exhibit A.
A copy of the Court’s October 16, 2013 order appointing Michael R. Bromwich as the
monitor is attached as Exhibit B.
1. Monitoring. We will be undertaking the monitoring responsibilities and duties
described in Section VI. of the Final Judgment and Permanent Injunction.
2. Term of Appointment. Pursuant to Section VI of the Final Judgment, we will
serve as monitor for a period of two years, commencing on October 16, 2013 (“date of
appointment”), provided that the appointment will not expire before Apple completes two
years of the training required by Section V.C. of the Final Judgment. In addition, the
appointment may be extended by the Court from the date of appointment, either sua
sponte or on application of the United States or any Plaintiff State, by one or more oneyear periods.

BROMWICH EXHIBIT B

3. Scope of Authority. Pursuant to the Final Judgment, we have the power and
authority to review and evaluate Apple’s internal antitrust policies and procedures, and
the training program required by Section V.C. of the Final Judgment, and to recommend
changes to address any perceived deficiencies in the antitrust policies, procedures, and
training. The review of Apple’s antitrust policies and procedures is to determine whether
they are reasonably designed to detect and prevent violations of the antitrust laws. The
review of Apple’s antitrust training program is to determine whether it is sufficiently
comprehensive and effective.
4. Written Reports. As required by the Final Judgment, we will provide a
written report to Apple, the United States, the Representative Plaintiff States, and the
Honorable Denise L. Cote, United States District Judge for the Southern District of New
York, no later than 180 days after the date of appointment – i.e., April 14, 2014 – setting
forth our assessment of the company’s internal antitrust compliance policies, procedures,
and training as they exist on January 14, 2014 (i.e., 90 days after the date of the
appointment). If appropriate, we will make recommendations reasonably designed to
improve Apple’s policies, procedures, and training for ensuring antitrust compliance.
Thereafter, we will provide additional written reports at six month intervals
throughout the term of the monitoring appointment. In addition, at our discretion, or at
the request of the Court, the United States, or the Representative Plaintiff States, we may
provide additional written reports, in addition to the reports required at six month
intervals, setting forth additional recommendations reasonably designed to improve
Apple’s policies, procedures, and training for ensuring antitrust compliance. With
respect to any recommendations contained in any written reports, we will follow the
procedures set forth in Section VI.E. of the Final Judgment.
5. Potential Violations and Referrals. Pursuant to the Final Judgment, if we
discover or receive evidence that suggests a violation of either the Final Judgment or the
antitrust laws, we must promptly provide that information to the United States and the
Representative Plaintiff States without taking any further action.
6. Cooperation. The Final Judgment requires Apple to assist us to perform our
monitoring responsibilities and forbids it from taking any action that interferes with or
impedes our efforts to discharge our responsibilities. The Final Judgment specifically
recognizes that we may engage in the following activities, among others:
a. interview any Apple personnel;
b. inspect and copy any documents in the possession, custody or control of
Apple;
c. require Apple to provide compilations of documents, data, or other
information, and to submit reports to us containing such material in the form we may
specify.

2

BROMWICH EXHIBIT B

Any objection to our activities must be conveyed in writing to the United States and the
Representative Plaintiff States within 10 calendar days of the action or actions giving rise
to the objection.
7. Personnel. Subject to the approval of the United States after consultation with
the Representative Plaintiff States, we may hire persons reasonably necessary to fulfill
our monitoring responsibilities. We have requested, and the Court has specifically
ordered, that Bernard A. (Barry) Nigro of Fried, Frank, Harris Shriver & Jacobson assist
us in discharging our monitoring responsibilities. We will add other personnel, from
Fried Frank and elsewhere, as necessary and appropriate to discharge our responsibilities.
8. Compensation. The Final Judgment provides that the monitor and the
members of his team be compensated on reasonable and customary terms commensurate
with each person’s experience and responsibility. The billing rate for Mr. Bromwich is
$ 1,100 per hour. The billing rate for Mr. Nigro is be $ 1,025 per hour. The billing rate
for other Fried Frank lawyers will be at their usual and customary billing rate, and
additional lawyers and other personnel who provide services to the Bromwich Group as
part of our monitoring efforts in this matter will be billed at rates commensurate with
their experience and responsibility. In addition, The Bromwich Group will charge a
management/administrative fee of 15% for managing and administering this matter. The
15% fee will be based only on fees billed for monitoring services, not on expenses. We
will provide invoices on a monthly basis. We expect payment to be made within 30 days
of your receipt of the invoice.
9. Expenses. The Final Judgment provides for expenses to be compensated so
long as they are consistent with reasonable expense guidelines. Our invoices will provide
a detailed itemization of expenses, including but not limited to transportation (air and
local), lodging, meals, telephone, copying, data storage, and information technology.
Payment of all fees and expenses is due within 30 days of receipt of invoice.
11.
Confidentiality. In connection with our monitoring activities, Apple will
be required to disclose to us in oral, written and other forms, certain confidential,
proprietary and sensitive information. So long as it is consistent with our duties and
obligations under the Final Judgment, we will treat all such information in strict
confidence and will not disclose or publish such information to any other person and will
undertake all steps reasonably necessary to prevent such disclosure; provided, however,
that we may disclose such information under any of the following circumstances:
(a) After lawful receipt by us from third parties subject to no restriction of
confidentiality;
(b) If already known us at the time of disclosure or independently
developed by the recipient without the use of the disclosed
information;
(c) In the case of the Company, to those of its employees and other
personnel working on this matter who need to know such information
3

BROMWICH EXHIBIT B

in connection with the provision of the monitoring services required by
the Final Judgment;
(d) If required to do so pursuant to a legally binding disclosure
requirement or by order of a court or other governmental body; or
(e) If required in order to fulfill our duties and responsibilites as defined
by the Final Judgment, including disclosure to the Court, the United
States, or the Representative Plaintiff States. We will not, however,
disclose any privileged information to the United States or
Representative Plaintiff States.
12.
Dispute Resolution. Any objections by Apple to actions by the Monitor in
must be conveyed in writing to the United States and the Representative Plaintiff States
within ten calendar days after the action giving rise to the objection. In the event those
objections cannot be resolved, they will be submitted to the Court.
14.
Relationship Between This Letter and the Final Judgment. In the event of
any inconsistency between this Letter and the Final Judgment, the terms of the Final
Judgment govern.
Very truly yours,
THE BROMWICH GROUP LLC

By:______________________________
MICHAEL R. BROMWICH
Managing Principal

4

BROMWICH EXHIBIT C

From:
Sent:
To:
Cc:
Subject:

Kyle Andeer [[e-mail]]
Wednesday, October 23, 2013 8:50 PM
Michael Bromwich
Nigro, Barry; Cirincione, Maria
Re: Monitoring Letter

Michael,
Thank you for the draft; it raises a number of issues and we will respond as quickly as we can.
Kyle
On Oct 23, 2013, at 3:58 PM, Michael Bromwich <[e-mail]> wrote:
Dear Kyle,
I have attached a draft letter that sets forth our duties and responsibilities as the external antitrust
compliance monitor under the Final Judgment, and touches on other matters relevant to our
monitoring work, including information about fees, expenses, and confidentiality. This letter is
specifically tailored to the provision of monitoring services under the Final Judgment. Accordingly, it
is different in various ways from the engagement letter that would be appropriate if Apple were a
client of a law firm or my consulting firm.
Before I provided a signed version of the letter, I wanted to make sure it should be addressed to you
rather than someone else at Apple, and give you the opportunity to suggest any revisions to Section 10
of the letter dealing with confidentiality. I realize this may be a sensitive issue and I wanted to make
sure the language I have crafted is acceptable. I am willing to consider reasonable modifications.
Please confirm that you should be the recipient of this letter (or provide an alternative addressee) and
suggest any reasonable changes to the confidentiality language as promptly as you can.
Thanks very much.
MRB
<Apple Monitoring Letter -- 10-23.doc>

1

BROMWICH EXHIBIT D

From:
Sent:
To:
Cc:
Subject:

Michael R. Bromwich [[e-mail]]
Thursday, October 24, 2013 2:37 PM
Kyle Andeer
Nigro, Barry; Cirincione, Maria
Board and Audit Committee

Kyle,
When we met on Tuesday, you mentioned that the Board will be meeting next week and then not
meeting again for six months. In light of that, I wanted to offer to have a brief initial
phone call with the Board and/or the Audit Committee next week. I can't come out there in
person, but I thought its members might be interested in an introductory call during which I
could answer any questions they might have.
Please let me know if you can make this work. If not, we can track them down later on.
Thanks very much.
MRB

1

BROMWICH EXHIBIT E

From:
Sent:
To:
Cc:
Subject:

Kyle Andeer [[e-mail]]
Thursday, October 24, 2013 2:49 PM
Michael R. Bromwich
Nigro, Barry; Cirincione, Maria; Matthew J. Reilly
Re: Board and Audit Committee

Michael,
I was mistaken, there is no Board meeting next week.
communications.

Please copy Matt Reilly on all future

Kyle
On Oct 24, 2013, at 11:37 AM, "Michael R. Bromwich" <[e-mail]>
wrote:
> Kyle,
>
> When we met on Tuesday, you mentioned that the Board will be meeting next week and then not
meeting again for six months. In light of that, I wanted to offer to have a brief initial
phone call with the Board and/or the Audit Committee next week. I can't come out there in
person, but I thought its members might be interested in an introductory call during which I
could answer any questions they might have.
>
> Please let me know if you can make this work. If not, we can track them down later on.
>
> Thanks very much.
>
> MRB

1

BROMWICH EXHIBIT F

From:
Sent:
To:
Cc:
Subject:
Attachments:

Kyle Andeer [[e-mail]]
Friday, October 25, 2013 10:45 PM
Michael Bromwich
Nigro, Barry; Cirincione, Maria
Re: Monitoring Letter
Apple Travel Policy for Suppliers-2.doc; ATT00001.htm; Apple - OSPP - Updated for
Competition 10_23_13.docx; ATT00002.htm

Dear Michael,
Thank you for sharing your draft letter It is very helpful in that it tees up a number of different issues that make
sense to address at the outset of our relationship. As you noted, the treatment of confidential information is one
of several issues that will require additional research and thought. Although the disclosure of such information
is highly unlikely given the narrow scope of the External Compliance Monitor's responsibilities, we agree that
this is an issue we should seek to address at the outset. It likely makes sense for us to execute one of our
"customary confidentiality agreements" as contemplated in the Final Judgment. Final Judgment at § VI.I, U.S.
v. Apple, Inc., No. 1:12-CV-2826 (S.D.N.Y. Sept. 5, 2013). We will provide a full response on these and other
issues in the next week, as well as a retention obligations agreement and confidentiality agreements to address
this point.
I do want to raise concerns with the compensation and expense terms outlined in your letter which are in tension
with the terms of the Final Judgment which require the External Monitor to operate on "reasonable and
customary terms" that are "consistent with reasonable expense guidelines.” Final Judgment at § VI.I, U.S. v.
Apple, Inc., No. 1:12-CV-2826 (S.D.N.Y. Sept. 5, 2013). From our perspective they do not reflect the
competitive realities of the marketplace. We expect that your firm – like all of Apple’s legal service providers –
will comply with Apple’s Outside Service Provider Policy (“OSP”) (attached) and its standard expense policy
(also attached).
1. Administrative Fee. You request that the Bromwich Group be paid a “management/ administrative fee” of
15% of all billable hours. As you will note in the attached policies, Apple does not pay any of its legal vendors
a "management/administrative fee."
2. Hourly Rates. You have requested that Apple pay you $1,100 per hour and Mr. Nigro $1,025 per hour.
These rates are very high, particularly when compared to the average rate Apple pays a law firm partner ($565
per hour). Even if one looks at the top 25%, the average rate per partner is $801 per hour. Apple is prepared to
compensate you at $800 per hour and Mr. Nigro at a rate of $700 per hour. With the foregoing principles in
mind, we also ask that you provide the hourly rate for Maria Cirincione.
3. Additional Personnel. Pursuant to Apple’s Outside Service Provider Policy, the Bromwich Group (and Fried
Frank) should notify Apple before adding new timekeepers to its team and provide a rational for the additional
resources. As you appreciate, this is a standard requirement that ensures costs do not spiral out of control.
4. Expense policy. Apple expects that you will adhere to its standard expense policy (attached) Apple will pay
for coach airfare, lodging at Apple preferred hotels, and per diems of $15 for breakfast, $25 for lunch and $30
for dinner. The policy also outlines our guidelines on telephone and copying charges. Apple will not reimburse
for data storage and information technology services. This is consistent with these policies is in keeping with
the “reasonable expense guidelines” language in Section VI.I of the Final Judgment.

1

BROMWICH EXHIBIT F
5. Budget and Invoicing. The Bromwich Group should submit an expected budget for its services for the
coming year. As you know this is standard practice in any engagement, including in monitorships. In addition,
Apple expects that your invoices will describe time spent on tasks and a description of those tasks. Apple
reserves the right to challenge fees that are excessive, outside the scope your responsibilities, and/or unjustified
pursuant to Sections VI.I. and VI.J. of the Final Judgment.
6. Billing. Apple requires firms to submit invoices - within 30 days of service - via an electronic portal. We
can set up a meeting with our eBilling team as soon as you are ready. Apple will also require a signed W9 in
order to pay invoices for your firm.
7. Marketing. Apple does not allow the firms it works with to market their representation of Apple (see OSP at
6). We noted that your firm, Goodwin Proctor, your consulting practice, The Bromwich Group, and Mr. Nigro's
firm, Fried Frank all issued press releases announcing your appointments. We ask that you please refrain from
using Apple's name in any marketing materials or media communications.
The requests in your letter do not reflect market realities. That raises significant concerns on our part. We
sincerely hope that you will reflect on these points and that we can work out these issues without going to the
Department of Justice and the courts. Please let me know if you would like to discuss.
Best regards,
Kyle

2

BROMWICH EXHIBIT F

Outside Service
Provider Policy
Effective June 6, 2012

General
As an Outside Service Provider (“OSP”), you play an important role in helping us deliver expert
and innovative services to Apple Inc. (“Apple”). We greatly value our relationship with you and
want to ensure that this relationship is mutually beneficial. To that end, this Policy will help you
understand and satisfy our quality service requirements, which are integral to our business
relationship. This Policy is applicable to all services you provide to Apple or its affiliates. By
accepting an engagement to provide services to us, you agree to comply with this Policy, its
Attachments and any supplemental instructions provided by Apple.

Roles and Responsibilities
We may designate an Apple Relationship Lead to act as Apple’s point of contact for general
communications and inquiries during your engagement as an OSP. Additionally, we will assign an
Apple Matter Lead to manage each Matter for Apple, including approving scopes of work, resource
requirements, budgets, etc. A “Matter” is an engagement of your firm for goods or services to Apple
or Apple designate.
You will appoint an OSP Relationship Lead who will take ultimate responsibility for all
substantive work product that you produce and/or services you provide. The OSP Relationship Lead
will ensure that your work product is of the highest level of competency and quality and delivered in
the most efficient manner feasible. You will designate an OSP Matter Lead to manage each Matter.
The OSP Matter Lead will act as the primary point of contact with respect to any given Matter and
keep the Apple Matter Lead informed of ongoing developments with respect to assigned matters.
Only authorized parties may retain or oversee OSP services, or approve invoices on behalf of
Apple. For Board Matters, an authorized representative of the Board of Directors, the Corporate
Secretary of Apple, the relevant committee of the Board of Directors and individual Apple
director(s) are considered authorized parties. For all other matters, the only authorized parties are the
Apple Chief Executive Officer, the Apple Chief Financial Officer, an Apple Lawyer, Apple
Government Affairs, Apple Tax Vice President or Senior Director, Apple Vice President of Internal
Audit, and Senior Managers or Directors of Apple’s Global Security team.

Engagement of Services
Whenever you accept engagement on a new Matter, you will first confirm no actual or potential
conflicts of interest in accordance with this Policy. Before beginning work on a Matter you will
provide a fee estimate, as well as a list of timekeepers proposed to work on the new Matter along
with their respective hourly rate(s) using the template available in Mitratech’s e-billing system,
Collaborati (or from Apple upon request). Occasionally, the Apple Matter Lead may request a
project strategy for new Matters. If this is the case, the OSP Matter Lead must develop and submit
for approval a strategy for addressing the Matter’s scope of work, staffing, and resource
management.
The Apple Matter Lead will review the submitted documents and either approve them or advise
the OSP Relationship Lead of any discrepancies and required modifications. You will not initiate
work on any Matter without the Apple Matter Lead’s approval.

BROMWICH EXHIBIT F

Fees; Alternate Fee Arrangements; Billable Charges; Invoicing; Budgets;
Electronic Billing; Withholding Tax Considerations; Payment
Every bill submitted to us as of the Effective Date will comply with this Policy and is deemed an
assertion by you that the services and disbursements reflected on the bill are both reasonable and
necessary for every matter.
You will only charge fees to us at the lesser of (i) our agreed discounted rates; or (ii) the lowest price
offered to any other client for similar services. Furthermore, fees for professional services will reflect
either an hourly rate or an alternative fee arrangement. By “professional services” we mean any service
rendered by lawyers, paralegals, consultants, accountants, engineers, lobbyists, or other legal service
providers in the performance of their foreseeable duties.
New timekeepers or changes in professional service rates require Apple’s express approval. You will
submit for approval requests for a new timekeeper or rate increase to [e-mail] a
minimum of fifteen (15) calendar days prior to the requested effective date. Apple will consider no more
than one rate increase request for any reason (including promotion or other increases) in a twelve (12)
month period, and no more than one timekeeper form submission per month. If Apple requires you to
issue invoices electronically, then all submissions will conform to the timekeeper template and
instructions available in Collaborati. If Apple requires you to issue paper invoices, then all submissions
will conform to the timekeeper template and instructions available from Apple upon request to
[e-mail]. The option to submit requests for new timekeepers or a timekeeper rate
increase only extends to providers of professional services.
Fees that are billed for goods or any non-professional services will be based on pre-approved rates.
For the purposes of this Policy, goods include any item that is tangible and movable at the time of
procurement.

Alternative Fee Arrangements
For mutually agreed upon alternate fee arrangements, invoices should include all timekeeper and
expense details with the appropriate line item adjustment reflecting the arrangement total. You will use
task code ‘ADFEE’ for the line item adjustment. Alternate fee arrangement invoices that fail to provide
these details will be rejected.

Billable Charges
Administrative tasks may be factored in as part of your hourly rate or alternative fee arrangements, but
not charged separately. Such administrative tasks will include, but are not limited to, work performed by
summer associates, interns, law clerks, first year associates, conflicts lawyers or staff, secretaries,
librarians, file clerks, administrators, messengers, word processors, proofreaders, docket/calendaring
personnel, litigation support staff, meeting coordinators, or any other administrative personnel.
Charges for work that exceed twelve (12) hours per day on an Apple matter must be pre-approved by
the responsible Apple Matter Lead. Additionally, you will not bill for professionals not pre-approved by
the responsible Apple Matter Lead.
You may only charge expenses that are consistent with the predetermined expense codes provided
below. We will not authorize disbursements that do not conform to the permissible expense codes or
do not reflect actual expenses without mark-ups. You will pass through to us all discounts, rebates,
or other similar reductions made available to you for third party expenses.
Expense
Code

Description

Detailed Instructions

E101

Copying

Only pre-approved large volume (>500 pages) B/W
copy charges at $0.03/page

E102

Outside printing

Only pre-approved large volume (>500 pages) color
copy charges at $0.15/page

E105

Telephone

Only conference call charges

BROMWICH EXHIBIT F

E107

Delivery services/messengers

Only overnight delivery services

E110

Out-of-town travel

E111

Meals

Pre-approval required by Apple Matter Lead; only
coach airfare with no travel agent fee; lodging at an
Apple preferred hotel or its equivalent
Only out-of-town travel meals adhering to per diem
limits*

E112
E113
E114
E115

Court fees
Subpoena fees
Witness fees
Depositiontranscripts

E116
E117
E118
E119
E120
E121
E122
E123
E125
E126
E127
E128
E129

Trial transcripts
Trial exhibits
Litigation support vendors
Expert
Private investigators
Arbitrators/mediators
Local counsel
Other professionals
Translation
Drawings
Patent and Trademark Records
Searching and Monitoring
Official Fees, excluding postissuance patent eminence,
trademark renewal fees
Post-Issuance Patent
Maintenance and Trademark
Renewal Fees

E130

Pre-approval required by Apple Matter Lead
Pre-approval required by Apple Matter Lead for
video transcripts

Pre-approval required by Apple Matter Lead
Pre-approval required by Apple Matter Lead
Pre-approval required by Apple Matter Lead
Pre-approval required by Apple Matter Lead
Pre-approval required by Apple Matter Lead
Pre-approval required by Apple Matter Lead
Pre-approval required by Apple Matter Lead

Pre-approval required by Apple Matter Lead for any
late fees

*Per Diem out-of-town travel meal limits, in accordance with Apple’s Travel Policy
Region
Americas
EMEIA
Japan
Australia
Asia (except Japan)

Currency
US Dollars
Euros/GBP
Yen
AU Dollars
US Dollars

Breakfast
25
20
3,000
30
25

Lunch
25
35
4,000
30
25

Dinner
50
40
8,000
50
60

Unless otherwise expressly approved by the Apple Matter Lead, we will only reimburse travel
expenses for actual time spent by you working on an Apple Matter while traveling. You will submit
receipts and supporting documentation for all travel related expenses regardless of the amount. For all
other expenses, you will submit supporting documentation when the total disbursement in any category
exceeds $500.
All services procured through a TPP whom you have hired on our behalf require prior approval by the
Apple Matter Lead. TPP invoices and compliance with this Policy are your responsibility. You will
promptly pay TPPs that you engage to work on a Matter and submit the TPP invoice to us for
reimbursement at the actual cost and without mark-up or other administrative fee.

Invoicing
You must submit invoices monthly for each separate matter. Every invoice must be itemized with
separate time entries for each task performed and cost entries for each disbursement incurred. We will
not accept block billing. Each time and cost entry requires a task code. Refer to Attachment C for the
full list of acceptable task/expense codes.

BROMWICH EXHIBIT F

You will ensure that each itemized time entry briefly describes each specific task performed and its
purpose. Additionally, every task performed must reflect actual time spent recorded in tenth-of-anhour increments. If Apple requires you to issue invoices electronically, then you will include an
Apple reference number on all invoices in lieu of the purchase order (PO) number. The appropriate
Apple reference number is available in Collaborati. If Apple requires you to issue paper invoices,
then you should continue to include the purchase order (PO) number on your invoices.
You will submit all invoices in local currency no later than thirty (30) calendar days after the end of
each month in which services were rendered or expenses incurred.
We may reduce payment for persistent failure to comply with our invoice submission requirements.
We reserve the right to refuse payment for invoices submitted or containing line items that are more than
180 calendar days after the end of the month in which the work was performed and for invoices that do
not conform to this Policy.
Invoices submitted after sixty (60) calendar days are subject to a reduction of charges as follows:
Days After End of Billing Period
61 – 90
91 – 120
121 – 180
181+

Percentage of Reduction of Charges
3%
15%
50%
100%

eBilling
We require our OSPs to submit electronic invoices (LEDES 1998B format) for Apple Inc. via
Collaborati. To register with Mitratech, please contact us at [e-mail]. You will submit
invoices for our affiliates in paper format to the Apple Matter Lead. Invoices for our affiliates will need
to be submitted through Collaborati at a future date upon our request.

Budgets
We may request a budget for any engagement. You will submit requested budgets in Collaborati and
ensure that submitted budgets include anticipated costs for TPPs, including but not limited to local
counsel, subcontractors, experts, etc. If, at any time, you reasonably foresee that expenses will exceed
the budget or that the budget will change due to new assumptions, you will submit a revised budget with
an explanation of the circumstances for such variance in Collaborati.

Payment
We will make every effort to process invoices that comply with this Policy for prompt payment. Apple
payment terms are net forty-five (45) calendar days of the invoice date. We will pay invoices in local
currency, unless the Apple Matter Lead requires otherwise. We will not pay any interest or service
charges on the outstanding balance in the event that payment is delayed for any reason. We will only pay
you for the correct and undisputed portion of submitted invoices.

BROMWICH EXHIBIT F

APPLE TRAVEL POLICY FOR SUPPLIERS
Air Travel










It is the Traveler’s responsibility to choose the least expensive flight
Book travel at least fourteen (14) days in advance whenever possible. Plan carefully to reduce or
eliminate costly changes to itinerary.
Take advantage of lower airfare alternatives whenever possible, such as: using non-refundable
airfares, non- upgradeable fares, connections and alternate airports.
Choice of airlines or flight routings due to membership in mileage programs or traveler preference
which results in higher cost to Apple is not permitted.
Apple will reimburse only for Coach class.
Travelers may upgrade to a higher class with personal mileage upgrade programs provided the cost of
the flight is less than or equal to the lowest available fare within Apple guidelines.
If issuance of a new airline ticket is required due to change(s) in itinerary, the traveler must request
that the unused ticket be credited against the new ticket’s cost.
Airline club memberships, travel insurance and upgrades are not reimbursable

Ground Transportation










Use rental cars when alternate transportation such as taxis, shuttles, or public transportation is not cost
effective or a reasonable alternative.
The mid-size rental category or lower is acceptable.
The selection of higher-priced rentals to earn mileage on airline programs is not permitted.
Refuel prior to returning the rental car to avoid the higher refueling costs.
Apple will not reimburse for additional insurance costs. Supplier will incur the expense if additional
insurance is selected.
Tolls and parking required for business are reimbursable.
Tips for taxis are reimbursable up to a maximum of 15 percent.
Traffic and parking tickets are not reimbursable.

Meals



Reasonable costs of personal meals only are reimbursable up to the following limits.

Breakfast
Lunch
Dinner



$15
$25
$30

Meal tips are reimbursable up to a maximum of 15 percent.

Original receipts for all reimbursable expenses must be provided to Apple as provided in the
Creative Services Agreement
Exhibit F

Apple Confidential

Page 1 of 2

BROMWICH EXHIBIT F

Agreement.
Lodging







Hotel/motel accommodations are to be in the moderate price range.
Book travel at least fourteen (14) days in advance whenever possible. Plan carefully to reduce or
eliminate costly changes to itinerary.
“No-show” charges are not reimbursable.
Telephone calls, laundry charges, or personal entertainment, such as in-room videos, spa or hotel
health club charges, are not reimbursable.
Sample of Apple Preferred Hotels – Cupertino Area:
o Hotel Cypress, Cupertino, CA - $187 – [phone] - .25 miles
o Cupertino Inn, Cupertino, CA - $142 – [phone] - .70 miles
o Fairmont San Jose, CA - $177 – [phone] - 7.8 miles
o Intercontinental Hotel , San Francisco CA - $195 – [phone] – 37 miles
o Hilton, San Francisco, CA - $195 – [phone] – 38 miles

Creative Services Agreement
Exhibit F

Apple Confidential

Page 2 of 2

BROMWICH EXHIBIT G

From:
Sent:
To:
Cc:
Subject:
Attachments:

Michael Bromwich [[e-mail]]
Saturday, October 26, 2013 11:47 AM
Kyle Andeer
Nigro, Barry; Cirincione, Maria
Re: Monitoring Letter
Apple -- 10-26 Letter.pdf

Dear Kyle,
Thanks very much for your response to my cover note and our draft letter. Unfortunately, I think you
may have misconceived its purpose. It was not to begin a negotiation about fees, rates, and expenses,
nor was it meant to provide you with an opportunity to provide us with guidelines that are applicable
to providers of legal services where Apple is the client -- but that are inapplicable to firms providing
independent monitoring services. It was to give you an opportunity to modify or revise the
confidentiality provision. In light of your response, it probably makes sense to execute any
enhancements to the confidentiality agreement separately. I have attached a signed copy of the
monitoring letter. The only change is the date.
Without responding to each item in your note, I wanted to clarify the following:
1. Administrative fees are completely standard for consulting firms. The Bromwich Group is not a
law firm and does not practice law. The normal range for the administrative/management fees for
consulting firms is between 10% and 25%. Therefore, the 15% is at the low end of the range.
2.

We will add additional personnel, whether from Fried Frank or elsewhere, only as necessary and appropriate. We will keep
you informed if we add personnel performing significant substantive responsibilities but not if we use a lawyer to do a discrete
research project or a legal assistant to provide support. We will do this as a courtesy and we do not intend to provide a rationale.
It will be because we need additional assistance.

3. On expenses, please advise whether your lawyers from Gibson Dunn working on this matter, your
Wilmer lawyers working on the Samsung matter in the ND of California, and other lawyers working
on high-end litigation and corporate matters follow these expense guidelines without exception. If
they do, we will seriously consider doing so. We are happy to receive from you a list of Apple's
preferred hotels.
4. We are serving as an independent compliance monitor pursuant to a Court order, not as counsel to
Apple subject to its direction and control. Accordingly, we will not be providing a budget. You are
incorrect in stating that this is standard practice in monitorships. We will do everything we
reasonably can to keep fees and expenses to a minimum. We plan to provide you each month with a
statement of the number of hours spent by each timekeeper on this matter but not to provide
descriptions of the amount of time spent on specific tasks. We will maintain such records and will
share them with the Department of Justice, the Plaintiff States, and the Court if requested to do so.
5. We will submit our invoices directly to you, or to someone you designate. We will be happy to
execute W-9s.

1

BROMWICH EXHIBIT G
6. My consulting firm did not issue a press release. Goodwin Procter posted an item on its web site
without my advance knowledge or consent to clarify that the firm itself would not be involved in the
monitorship.
We very much look forward to your responses to the various substantive matters we discussed on
Tuesday and to your confirming the particulars of our initial visit to Cupertino the week of November
18.
Best regards.

MRB
On Fri, Oct 25, 2013 at 10:45 PM, Kyle Andeer <[e-mail]> wrote:
Dear Michael,
Thank you for sharing your draft letter It is very helpful in that it tees up a number of different issues that make
sense to address at the outset of our relationship. As you noted, the treatment of confidential information is one
of several issues that will require additional research and thought. Although the disclosure of such information
is highly unlikely given the narrow scope of the External Compliance Monitor's responsibilities, we agree that
this is an issue we should seek to address at the outset. It likely makes sense for us to execute one of our
"customary confidentiality agreements" as contemplated in the Final Judgment. Final Judgment at § VI.I, U.S.
v. Apple, Inc., No. 1:12-CV-2826 (S.D.N.Y. Sept. 5, 2013). We will provide a full response on these and other
issues in the next week, as well as a retention obligations agreement and confidentiality agreements to address
this point.
I do want to raise concerns with the compensation and expense terms outlined in your letter which are in tension
with the terms of the Final Judgment which require the External Monitor to operate on "reasonable and
customary terms" that are "consistent with reasonable expense guidelines.” Final Judgment at § VI.I, U.S. v.
Apple, Inc., No. 1:12-CV-2826 (S.D.N.Y. Sept. 5, 2013). From our perspective they do not reflect the
competitive realities of the marketplace. We expect that your firm – like all of Apple’s legal service providers –
will comply with Apple’s Outside Service Provider Policy (“OSP”) (attached) and its standard expense policy
(also attached).
1. Administrative Fee. You request that the Bromwich Group be paid a “management/ administrative fee” of
15% of all billable hours. As you will note in the attached policies, Apple does not pay any of its legal vendors
a "management/administrative fee."
2. Hourly Rates. You have requested that Apple pay you $1,100 per hour and Mr. Nigro $1,025 per hour.
These rates are very high, particularly when compared to the average rate Apple pays a law firm partner ($565
per hour). Even if one looks at the top 25%, the average rate per partner is $801 per hour. Apple is prepared to
compensate you at $800 per hour and Mr. Nigro at a rate of $700 per hour. With the foregoing principles in
mind, we also ask that you provide the hourly rate for Maria Cirincione.
3. Additional Personnel. Pursuant to Apple’s Outside Service Provider Policy, the Bromwich Group (and Fried
Frank) should notify Apple before adding new timekeepers to its team and provide a rational for the additional
resources. As you appreciate, this is a standard requirement that ensures costs do not spiral out of control.
2

BROMWICH EXHIBIT G
4. Expense policy. Apple expects that you will adhere to its standard expense policy (attached) Apple will pay
for coach airfare, lodging at Apple preferred hotels, and per diems of $15 for breakfast, $25 for lunch and $30
for dinner. The policy also outlines our guidelines on telephone and copying charges. Apple will not reimburse
for data storage and information technology services. This is consistent with these policies is in keeping with
the “reasonable expense guidelines” language in Section VI.I of the Final Judgment.
5. Budget and Invoicing. The Bromwich Group should submit an expected budget for its services for the
coming year. As you know this is standard practice in any engagement, including in monitorships. In addition,
Apple expects that your invoices will describe time spent on tasks and a description of those tasks. Apple
reserves the right to challenge fees that are excessive, outside the scope your responsibilities, and/or unjustified
pursuant to Sections VI.I. and VI.J. of the Final Judgment.
6. Billing. Apple requires firms to submit invoices - within 30 days of service - via an electronic portal. We
can set up a meeting with our eBilling team as soon as you are ready. Apple will also require a signed W9 in
order to pay invoices for your firm.
7. Marketing. Apple does not allow the firms it works with to market their representation of Apple (see OSP at
6). We noted that your firm, Goodwin Proctor, your consulting practice, The Bromwich Group, and Mr. Nigro's
firm, Fried Frank all issued press releases announcing your appointments. We ask that you please refrain from
using Apple's name in any marketing materials or media communications.
The requests in your letter do not reflect market realities. That raises significant concerns on our part. We
sincerely hope that you will reflect on these points and that we can work out these issues without going to the
Department of Justice and the courts. Please let me know if you would like to discuss.
Best regards,
Kyle

On Oct 23, 2013, at 3:58 PM, Michael Bromwich <[e-mail]> wrote:

Dear Kyle,
I have attached a draft letter that sets forth our duties and responsibilities as the external antitrust
compliance monitor under the Final Judgment, and touches on other matters relevant to our
monitoring work, including information about fees, expenses, and confidentiality. This letter is
specifically tailored to the provision of monitoring services under the Final Judgment. Accordingly, it
is different in various ways from the engagement letter that would be appropriate if Apple were a
client of a law firm or my consulting firm.
Before I provided a signed version of the letter, I wanted to make sure it should be addressed to you
rather than someone else at Apple, and give you the opportunity to suggest any revisions to Section 10
of the letter dealing with confidentiality. I realize this may be a sensitive issue and I wanted to make
sure the language I have crafted is acceptable. I am willing to consider reasonable modifications.
3

BROMWICH EXHIBIT G
Please confirm that you should be the recipient of this letter (or provide an alternative addressee) and
suggest any reasonable changes to the confidentiality language as promptly as you can.
Thanks very much.
MRB
<Apple Monitoring Letter -- 10-23.doc>

4

BROMWICH EXHIBIT H

From:
Sent:
To:
Cc:
Subject:

Kyle Andeer [[e-mail]]
Monday, October 28, 2013 6:02 PM
Michael Bromwich
Nigro, Barry; Cirincione, Maria
Re: Monitoring Letter

Dear Michael,
Thank you for your letter. I am in Brussels this week but our counsel will respond to the letter and
other issues in due course.
I am disappointed by your position on rates and other fees. They do not reflect market realities. I
would ask that you confirm that the Department of Justice has approved the financial terms and
conditions of your engagement including the administrative fee, the hourly rates, and the expenses.
See Final Judgment. VI.I ("The External Compliance Monitor and any persons hired to assist the
External Compliance Monitor shall serve at the cost and expense of Apple, on such terms and
conditions as the United States, after consultation with the Representative Plaintiff States, approves,
including, but not limited to, the execution of customary confidentiality agreements.").
Apple also asks that you provide: (a) the actual hourly billing rates that clients are charged by your
law firms for your services (including any standard/regular discounts); (b) the billing rates (net of
discounts, fee caps, or write offs) you have received in the past serving as a monitor; (c)
administrative fees paid to the Bromwich Group in the past (and whether the government has ever
paid you an administrative fee); (d) any information that would support your claim that administrative
fees are standard for the Bromwich Group; (e) the justification for applying an administrative fee to
Fried Frank's billings (and whether you have applied this fee to billings by third part vendors in past
monitoring engagements); and (f) any other information about your billing rates and practice that may
be relevant. I also repeat my request for Ms. Cirincione's actual billing rate (including any
standard/regular discounts) charged her other clients.
This information will help us assess whether we need to object to these terms. I can also confirm that
Gibson, Wilmer and our other legal vendors abide by our expense policy.
Best regards,
Kyle
On Oct 26, 2013, at 8:47 AM, Michael Bromwich <[e-mail]> wrote:
Dear Kyle,
Thanks very much for your response to my cover note and our draft letter. Unfortunately, I think you
may have misconceived its purpose. It was not to begin a negotiation about fees, rates, and expenses,
nor was it meant to provide you with an opportunity to provide us with guidelines that are applicable
to providers of legal services where Apple is the client -- but that are inapplicable to firms providing
independent monitoring services. It was to give you an opportunity to modify or revise the
confidentiality provision. In light of your response, it probably makes sense to execute any
enhancements to the confidentiality agreement separately. I have attached a signed copy of the
monitoring letter. The only change is the date.
1

BROMWICH EXHIBIT H
Without responding to each item in your note, I wanted to clarify the following:
1. Administrative fees are completely standard for consulting firms. The Bromwich Group is not a
law firm and does not practice law. The normal range for the administrative/management fees for
consulting firms is between 10% and 25%. Therefore, the 15% is at the low end of the range.
2.

We will add additional personnel, whether from Fried Frank or elsewhere, only as necessary and appropriate. We will keep
you informed if we add personnel performing significant substantive responsibilities but not if we use a lawyer to do a discrete
research project or a legal assistant to provide support. We will do this as a courtesy and we do not intend to provide a rationale.
It will be because we need additional assistance.

3. On expenses, please advise whether your lawyers from Gibson Dunn working on this matter, your
Wilmer lawyers working on the Samsung matter in the ND of California, and other lawyers working
on high-end litigation and corporate matters follow these expense guidelines without exception. If
they do, we will seriously consider doing so. We are happy to receive from you a list of Apple's
preferred hotels.
4. We are serving as an independent compliance monitor pursuant to a Court order, not as counsel to
Apple subject to its direction and control. Accordingly, we will not be providing a budget. You are
incorrect in stating that this is standard practice in monitorships. We will do everything we
reasonably can to keep fees and expenses to a minimum. We plan to provide you each month with a
statement of the number of hours spent by each timekeeper on this matter but not to provide
descriptions of the amount of time spent on specific tasks. We will maintain such records and will
share them with the Department of Justice, the Plaintiff States, and the Court if requested to do so.
5. We will submit our invoices directly to you, or to someone you designate. We will be happy to
execute W-9s.
6. My consulting firm did not issue a press release. Goodwin Procter posted an item on its web site
without my advance knowledge or consent to clarify that the firm itself would not be involved in the
monitorship.
We very much look forward to your responses to the various substantive matters we discussed on
Tuesday and to your confirming the particulars of our initial visit to Cupertino the week of November
18.
Best regards.

MRB
On Fri, Oct 25, 2013 at 10:45 PM, Kyle Andeer <[e-mail]> wrote:
Dear Michael,
Thank you for sharing your draft letter It is very helpful in that it tees up a number of different issues that make
sense to address at the outset of our relationship. As you noted, the treatment of confidential information is one
2

BROMWICH EXHIBIT H
of several issues that will require additional research and thought. Although the disclosure of such information
is highly unlikely given the narrow scope of the External Compliance Monitor's responsibilities, we agree that
this is an issue we should seek to address at the outset. It likely makes sense for us to execute one of our
"customary confidentiality agreements" as contemplated in the Final Judgment. Final Judgment at § VI.I, U.S.
v. Apple, Inc., No. 1:12-CV-2826 (S.D.N.Y. Sept. 5, 2013). We will provide a full response on these and other
issues in the next week, as well as a retention obligations agreement and confidentiality agreements to address
this point.
I do want to raise concerns with the compensation and expense terms outlined in your letter which are in tension
with the terms of the Final Judgment which require the External Monitor to operate on "reasonable and
customary terms" that are "consistent with reasonable expense guidelines.” Final Judgment at § VI.I, U.S. v.
Apple, Inc., No. 1:12-CV-2826 (S.D.N.Y. Sept. 5, 2013). From our perspective they do not reflect the
competitive realities of the marketplace. We expect that your firm – like all of Apple’s legal service providers –
will comply with Apple’s Outside Service Provider Policy (“OSP”) (attached) and its standard expense policy
(also attached).
1. Administrative Fee. You request that the Bromwich Group be paid a “management/ administrative fee” of
15% of all billable hours. As you will note in the attached policies, Apple does not pay any of its legal vendors
a "management/administrative fee."
2. Hourly Rates. You have requested that Apple pay you $1,100 per hour and Mr. Nigro $1,025 per hour.
These rates are very high, particularly when compared to the average rate Apple pays a law firm partner ($565
per hour). Even if one looks at the top 25%, the average rate per partner is $801 per hour. Apple is prepared to
compensate you at $800 per hour and Mr. Nigro at a rate of $700 per hour. With the foregoing principles in
mind, we also ask that you provide the hourly rate for Maria Cirincione.
3. Additional Personnel. Pursuant to Apple’s Outside Service Provider Policy, the Bromwich Group (and Fried
Frank) should notify Apple before adding new timekeepers to its team and provide a rational for the additional
resources. As you appreciate, this is a standard requirement that ensures costs do not spiral out of control.
4. Expense policy. Apple expects that you will adhere to its standard expense policy (attached) Apple will pay
for coach airfare, lodging at Apple preferred hotels, and per diems of $15 for breakfast, $25 for lunch and $30
for dinner. The policy also outlines our guidelines on telephone and copying charges. Apple will not reimburse
for data storage and information technology services. This is consistent with these policies is in keeping with
the “reasonable expense guidelines” language in Section VI.I of the Final Judgment.
5. Budget and Invoicing. The Bromwich Group should submit an expected budget for its services for the
coming year. As you know this is standard practice in any engagement, including in monitorships. In addition,
Apple expects that your invoices will describe time spent on tasks and a description of those tasks. Apple
reserves the right to challenge fees that are excessive, outside the scope your responsibilities, and/or unjustified
pursuant to Sections VI.I. and VI.J. of the Final Judgment.
6. Billing. Apple requires firms to submit invoices - within 30 days of service - via an electronic portal. We
can set up a meeting with our eBilling team as soon as you are ready. Apple will also require a signed W9 in
order to pay invoices for your firm.
7. Marketing. Apple does not allow the firms it works with to market their representation of Apple (see OSP at
6). We noted that your firm, Goodwin Proctor, your consulting practice, The Bromwich Group, and Mr. Nigro's
firm, Fried Frank all issued press releases announcing your appointments. We ask that you please refrain from
using Apple's name in any marketing materials or media communications.
3

BROMWICH EXHIBIT H
The requests in your letter do not reflect market realities. That raises significant concerns on our part. We
sincerely hope that you will reflect on these points and that we can work out these issues without going to the
Department of Justice and the courts. Please let me know if you would like to discuss.
Best regards,
Kyle

On Oct 23, 2013, at 3:58 PM, Michael Bromwich <[e-mail]> wrote:

Dear Kyle,
I have attached a draft letter that sets forth our duties and responsibilities as the external antitrust
compliance monitor under the Final Judgment, and touches on other matters relevant to our
monitoring work, including information about fees, expenses, and confidentiality. This letter is
specifically tailored to the provision of monitoring services under the Final Judgment. Accordingly, it
is different in various ways from the engagement letter that would be appropriate if Apple were a
client of a law firm or my consulting firm.
Before I provided a signed version of the letter, I wanted to make sure it should be addressed to you
rather than someone else at Apple, and give you the opportunity to suggest any revisions to Section 10
of the letter dealing with confidentiality. I realize this may be a sensitive issue and I wanted to make
sure the language I have crafted is acceptable. I am willing to consider reasonable modifications.
Please confirm that you should be the recipient of this letter (or provide an alternative addressee) and
suggest any reasonable changes to the confidentiality language as promptly as you can.
Thanks very much.
MRB
<Apple Monitoring Letter -- 10-23.doc>

<Apple -- 10-26 Letter.pdf>

4

BROMWICH EXHIBIT I

From:
Sent:
To:
Cc:
Subject:

Nigro, Barry
Tuesday, October 29, 2013 10:31 AM
'Kyle Andeer'
Cirincione, Maria; Michael Bromwich
RE: Monitoring Letter

Dear Kyle,
Mike Bromwich asked me to respond to your latest e-mail. Your note continues to approach this
matter as though this were a conventional relationship between Apple and counsel retained by Apple
rather than an arrangement under which Mr. Bromwich and I were appointed by the Court to perform
certain highly-specialized services following a judicial finding of antitrust liability. The language you
quote makes this point -- we "serve at the cost and expense of Apple, on such terms and conditions as
the United States, after consultation with the Representative Plaintiff States, approves, including, but
not limited to, the execution of customary confidentiality agreements." This language makes clear
that the arrangement between the external antitrust compliance monitor and Apple is not a standard
arrangement between a client and its lawyers or a client and its consultant.
Unlike the conventional situation where Apple selects its own counsel or consultant, Apple's role in
the selection process was limited. In the selection process, Apple had the right to suggest candidates
and raise objections to the candidates selected by DOJ and the Plaintiff States. Your emails seem to
suggest that you believe Apple has a larger role to play in managing its relationship with the external
monitor, and, in particular, in determining its fees and expenses. The Order, however, does not
provide that Apple will be permitted to negotiate or approve fees and expenses.
We do not believe it is appropriate for us to engage in a negotiation with the entity we have been
charged with monitoring under Judge Cote’s Order. We view this exchange as unfortunate and had
hoped that by now we could have been focused on substantive matters, such as Apple’s antitrust
compliance program. We will represent to you that the Department of Justice was in fact provided
with a proposed draft of the October 23, 2013 letter, including the provisions relating to fees and
expenses.
We hope that having provided this information, we can move forward with the important work we
were selected to do.
Sincerely,
Barry
Bernard (Barry) A. Nigro Jr.
[e-mail] | Tel: [phone] | Fax: [phone]
Fried, Frank, Harris, Shriver & Jacobson LLP
801 17th Street, NW, Washington, DC 20006
friedfrank.com

From: Kyle Andeer [mailto:[e-mail]]
Sent: Monday, October 28, 2013 6:02 PM
To: Michael Bromwich
1

BROMWICH EXHIBIT I
Cc: Nigro, Barry; Cirincione, Maria
Subject: Re: Monitoring Letter

Dear Michael,
Thank you for your letter. I am in Brussels this week but our counsel will respond to the letter and
other issues in due course.
I am disappointed by your position on rates and other fees. They do not reflect market realities. I
would ask that you confirm that the Department of Justice has approved the financial terms and
conditions of your engagement including the administrative fee, the hourly rates, and the expenses.
See Final Judgment. VI.I ("The External Compliance Monitor and any persons hired to assist the
External Compliance Monitor shall serve at the cost and expense of Apple, on such terms and
conditions as the United States, after consultation with the Representative Plaintiff States, approves,
including, but not limited to, the execution of customary confidentiality agreements.").
Apple also asks that you provide: (a) the actual hourly billing rates that clients are charged by your
law firms for your services (including any standard/regular discounts); (b) the billing rates (net of
discounts, fee caps, or write offs) you have received in the past serving as a monitor; (c)
administrative fees paid to the Bromwich Group in the past (and whether the government has ever
paid you an administrative fee); (d) any information that would support your claim that administrative
fees are standard for the Bromwich Group; (e) the justification for applying an administrative fee to
Fried Frank's billings (and whether you have applied this fee to billings by third part vendors in past
monitoring engagements); and (f) any other information about your billing rates and practice that may
be relevant. I also repeat my request for Ms. Cirincione's actual billing rate (including any
standard/regular discounts) charged her other clients.
This information will help us assess whether we need to object to these terms. I can also confirm that
Gibson, Wilmer and our other legal vendors abide by our expense policy.
Best regards,
Kyle
On Oct 26, 2013, at 8:47 AM, Michael Bromwich <[e-mail]> wrote:
Dear Kyle,
Thanks very much for your response to my cover note and our draft letter. Unfortunately, I think you
may have misconceived its purpose. It was not to begin a negotiation about fees, rates, and expenses,
nor was it meant to provide you with an opportunity to provide us with guidelines that are applicable
to providers of legal services where Apple is the client -- but that are inapplicable to firms providing
independent monitoring services. It was to give you an opportunity to modify or revise the
confidentiality provision. In light of your response, it probably makes sense to execute any
enhancements to the confidentiality agreement separately. I have attached a signed copy of the
monitoring letter. The only change is the date.
Without responding to each item in your note, I wanted to clarify the following:

2

BROMWICH EXHIBIT I
1. Administrative fees are completely standard for consulting firms. The Bromwich Group is not a
law firm and does not practice law. The normal range for the administrative/management fees for
consulting firms is between 10% and 25%. Therefore, the 15% is at the low end of the range.
2.

We will add additional personnel, whether from Fried Frank or elsewhere, only as necessary and appropriate. We will keep
you informed if we add personnel performing significant substantive responsibilities but not if we use a lawyer to do a discrete
research project or a legal assistant to provide support. We will do this as a courtesy and we do not intend to provide a rationale.
It will be because we need additional assistance.

3. On expenses, please advise whether your lawyers from Gibson Dunn working on this matter, your
Wilmer lawyers working on the Samsung matter in the ND of California, and other lawyers working
on high-end litigation and corporate matters follow these expense guidelines without exception. If
they do, we will seriously consider doing so. We are happy to receive from you a list of Apple's
preferred hotels.
4. We are serving as an independent compliance monitor pursuant to a Court order, not as counsel to
Apple subject to its direction and control. Accordingly, we will not be providing a budget. You are
incorrect in stating that this is standard practice in monitorships. We will do everything we
reasonably can to keep fees and expenses to a minimum. We plan to provide you each month with a
statement of the number of hours spent by each timekeeper on this matter but not to provide
descriptions of the amount of time spent on specific tasks. We will maintain such records and will
share them with the Department of Justice, the Plaintiff States, and the Court if requested to do so.
5. We will submit our invoices directly to you, or to someone you designate. We will be happy to
execute W-9s.
6. My consulting firm did not issue a press release. Goodwin Procter posted an item on its web site
without my advance knowledge or consent to clarify that the firm itself would not be involved in the
monitorship.
We very much look forward to your responses to the various substantive matters we discussed on
Tuesday and to your confirming the particulars of our initial visit to Cupertino the week of November
18.
Best regards.

MRB
On Fri, Oct 25, 2013 at 10:45 PM, Kyle Andeer <[e-mail]> wrote:
Dear Michael,
Thank you for sharing your draft letter It is very helpful in that it tees up a number of different issues that make
sense to address at the outset of our relationship. As you noted, the treatment of confidential information is one
of several issues that will require additional research and thought. Although the disclosure of such information
is highly unlikely given the narrow scope of the External Compliance Monitor's responsibilities, we agree that
this is an issue we should seek to address at the outset. It likely makes sense for us to execute one of our
3

BROMWICH EXHIBIT I
"customary confidentiality agreements" as contemplated in the Final Judgment. Final Judgment at § VI.I, U.S.
v. Apple, Inc., No. 1:12-CV-2826 (S.D.N.Y. Sept. 5, 2013). We will provide a full response on these and other
issues in the next week, as well as a retention obligations agreement and confidentiality agreements to address
this point.
I do want to raise concerns with the compensation and expense terms outlined in your letter which are in tension
with the terms of the Final Judgment which require the External Monitor to operate on "reasonable and
customary terms" that are "consistent with reasonable expense guidelines.” Final Judgment at § VI.I, U.S. v.
Apple, Inc., No. 1:12-CV-2826 (S.D.N.Y. Sept. 5, 2013). From our perspective they do not reflect the
competitive realities of the marketplace. We expect that your firm – like all of Apple’s legal service providers –
will comply with Apple’s Outside Service Provider Policy (“OSP”) (attached) and its standard expense policy
(also attached).
1. Administrative Fee. You request that the Bromwich Group be paid a “management/ administrative fee” of
15% of all billable hours. As you will note in the attached policies, Apple does not pay any of its legal vendors
a "management/administrative fee."
2. Hourly Rates. You have requested that Apple pay you $1,100 per hour and Mr. Nigro $1,025 per hour.
These rates are very high, particularly when compared to the average rate Apple pays a law firm partner ($565
per hour). Even if one looks at the top 25%, the average rate per partner is $801 per hour. Apple is prepared to
compensate you at $800 per hour and Mr. Nigro at a rate of $700 per hour. With the foregoing principles in
mind, we also ask that you provide the hourly rate for Maria Cirincione.
3. Additional Personnel. Pursuant to Apple’s Outside Service Provider Policy, the Bromwich Group (and Fried
Frank) should notify Apple before adding new timekeepers to its team and provide a rational for the additional
resources. As you appreciate, this is a standard requirement that ensures costs do not spiral out of control.
4. Expense policy. Apple expects that you will adhere to its standard expense policy (attached) Apple will pay
for coach airfare, lodging at Apple preferred hotels, and per diems of $15 for breakfast, $25 for lunch and $30
for dinner. The policy also outlines our guidelines on telephone and copying charges. Apple will not reimburse
for data storage and information technology services. This is consistent with these policies is in keeping with
the “reasonable expense guidelines” language in Section VI.I of the Final Judgment.
5. Budget and Invoicing. The Bromwich Group should submit an expected budget for its services for the
coming year. As you know this is standard practice in any engagement, including in monitorships. In addition,
Apple expects that your invoices will describe time spent on tasks and a description of those tasks. Apple
reserves the right to challenge fees that are excessive, outside the scope your responsibilities, and/or unjustified
pursuant to Sections VI.I. and VI.J. of the Final Judgment.
6. Billing. Apple requires firms to submit invoices - within 30 days of service - via an electronic portal. We
can set up a meeting with our eBilling team as soon as you are ready. Apple will also require a signed W9 in
order to pay invoices for your firm.
7. Marketing. Apple does not allow the firms it works with to market their representation of Apple (see OSP at
6). We noted that your firm, Goodwin Proctor, your consulting practice, The Bromwich Group, and Mr. Nigro's
firm, Fried Frank all issued press releases announcing your appointments. We ask that you please refrain from
using Apple's name in any marketing materials or media communications.
The requests in your letter do not reflect market realities. That raises significant concerns on our part. We
sincerely hope that you will reflect on these points and that we can work out these issues without going to the
Department of Justice and the courts. Please let me know if you would like to discuss.
4

BROMWICH EXHIBIT J

From:
Sent:
To:
Cc:
Subject:
Attachments:

Cirincione, Maria
Tuesday, October 29, 2013 12:07 PM
'Kyle Andeer'
'Michael Bromwich'; Nigro, Barry
Apple - Document Request Follow-Up
Aug. 19 Letter to L. Buterman.pdf

Kyle,
As a follow-up to our meeting on October 22 in New York, below is a list of materials that we discussed and
you agreed to provide to us. We understood from our discussion, and from Gibson Dunn’s August 19 letter
to Lawrence Buterman (“Aug. 19 Letter”), that these are existing Apple materials.


Apple’s past and current antitrust compliance policies and procedures (except for the December 2012
Code of Business Conduct, which we have from Apple’s website)



Documents that explain or discuss
o the reporting oversight structure for compliance (both antitrust and general compliance)
o the role of the Audit Committee, and specifically with respect to compliance
o the members that make up, and the role of, the Risk Oversight Committee, and specifically with
respect to the Committee’s compliance role



Past and current antitrust compliance training manuals and other written training materials

In addition, you mentioned that Apple has previously created organization charts for the DOJ and that you
would be able to do the same for us. We would like to take you up on your offer and request organization
charts for the iBookstore, iTunes, and App Store divisions. Previously created organization charts are
sufficient, with the understanding that you will send updated versions as they are available.
Finally, the Aug. 19 Letter (attached) outlines the steps Apple has taken, and plans to take, with respect to
Apple’s commitment to legal compliance. To the extent written materials associated with these steps are not
duplicative of the requests outlined above, we would like to review copies of these documents.
Please feel free to send materials directly to me. We encourage you to send them as they are available, rather
than waiting to collect and send them all at once. Of course, please do not hesitate to contact us if you have
any questions.
Regards,
Maria

Maria R. Cirincione
[e-mail] | Tel: [phone]
Fried, Frank, Harris, Shriver & Jacobson LLP
801 17th St., NW, Washington, DC 20006
1

BROMWICH EXHIBIT J
friedfrank.com

Please consider the environment before printing this email

2

BROMWICH EXHIBIT K

---------- Forwarded message ---------From: Richman, Cynthia <[e-mail]>
Date: Thu, Oct 31, 2013 at 11:51 AM
Subject: Apple/e-books
To: "[e-mail]" <[e-mail]>
Cc: "Boutrous Jr., Theodore J." <[e-mail]>
Mr. Bromwich: Please see the attached letter from Ted Boutrous.
Thank you.
Cynthia E. Richman

GIBSON DUNN
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W., Washington, DC 20036-5306
Tel [phone] • Fax [phone]
[e-mail] • www.gibsondunn.com

This message may contain confidential and privileged information. If it has been sent to you in error, please
reply to advise the sender of the error and then immediately delete this message.

1

BROMWICH EXHIBIT K

Theodore J. Boutrous Jr.
Direct: +1 213.229.7804
Fax: [phone]
[e-mail]

October 31, 2013
VIA E-MAIL
Michael R. Bromwich
The Bromwich Group LLC
901 New York Avenue, NW 5th Floor
Washington, D.C. 20001
Re:

External Antitrust Compliance Monitoring

Dear Michael:
It was a pleasure meeting you last week, and Apple looks forward to working with
you to achieve our shared objective of developing a comprehensive and effective antitrust
training program consistent with Judge Cote’s Final Judgment. Apple is fully committed to
ensuring that its antitrust training program, and its policies and procedures related thereto,
are both robust and effective.
I am writing to follow up on three issues arising from our discussion last week and
your recent correspondence (letter of October 23, 20131 and e-mails on October 26 and 29,
2013). First, Apple believes that the timing and scope of your requests are inconsistent with
the letter and spirit of the Final Judgment. Judge Cote was very clear that the injunction
should be narrowly tailored to address the antitrust violation she found in this case and
sought to avoid unnecessarily burdening Apple or limiting its ability to innovate and do
business in this dynamic industry. See Hearing Transcript, United States v. Apple Inc., et al.,
No. 1:12-CV-2826, at 8-9 (Aug. 27, 2013) (“I want this injunction to rest as lightly as
possible on the way Apple runs its business.”) (hereinafter “Aug. 27, 2013 Hearing Tr.”).2
Notably in this regard, the Final Judgment provides that the External Compliance Monitor’s
review of Apple’s internal antitrust compliance policies and procedures and antitrust training
program is not to commence until “90 days after his or her appointment.” Final Judgment at
§ VI.C. Second, Apple also has concerns over the financial terms of your engagement,
which the Final Judgment requires be “reasonable and customary” and approved by the
1

As you are aware, Apple received a letter from you, in draft form, on October 23, 2013, which was not
finalized until October 26, 2013.

2

See also Aug. 27, 2013 Hearing Tr. at 27 (“I’m trying to think about, as I’ve indicated, where the real risks are
and to minimize the burdens on Apple.”)

BROMWICH EXHIBIT K

October 31, 2013
Page 2

Department of Justice (“DOJ”). Third, we also need to ensure that the confidentiality of any
information Apple may share with you during the course of your activities as monitor is
appropriately protected.
Apple is hopeful that these issues can be resolved quickly so that we can move
forward together to achieve the objectives of the Final Judgment. Each of these issues is
discussed in more detail below.
1.

Timing and Scope of Monitor’s Responsibilities

As you mentioned at the outset of our introductory meeting, the Final Judgment
defines the scope of your responsibilities in a manner that is clear and straightforward. The
monitor’s primary responsibility is to “conduct a review . . . [of] Apple’s internal antitrust
compliance policies and procedures, as they exist 90 days after his or her appointment” and
to “also conduct a review to assess whether Apple’s training program, required by Section
V.C of this Final Judgment, as it exists 90 days after his or her appointment, is sufficiently
comprehensive and effective.” Final Judgment at § VI.C (emphasis added).
During the August 27 hearing Judge Cote explained, “I don’t think that the [Monitor]
should conduct a review or assessment of the current policies. I would expect that Apple
would revise its current policy substantially and procedures and create an effective training
program. That will require some time. So I think this should be revised to have the
[Monitor] doing an assessment in three months from appointment and beginning to engage
Apple in a discussion at that point.” Aug. 27, 2013 Hearing Tr. at 20-21(emphasis added).
Apple is in the process of revising and enhancing its compliance training programs to
ensure that they are robust, comprehensive, effective, and compliant with the terms of the
Final Judgment. In this regard, Apple will soon be bringing on board its new Antitrust
Compliance Officer, as directed by the Final Judgment, and adding new lawyers with
antitrust compliance expertise in the legal department. In light of the express language of the
Final Judgment, as well as Judge Cote’s elaboration at the August 27 hearing, the time period
for your review of Apple’s antitrust policies and procedures and training program does not
commence until January 14, 2013 (90 days from the date of appointment).
Accordingly, your request to begin interviewing Apple’s entire board and its
executive team, as well as additional senior executives on November 18 is premature, not
authorized by the Final Judgment, and would not only be disruptive to Apple’s business
operations but also directly contrary to Judge Cote’s intent. We fully understand and expect
that there will be a need to conduct interviews with certain personnel at some point once
Apple’s new training programs are up and running. And you have Apple’s assurance that it
will be a most willing partner in facilitating those meetings. Furthermore, there will be
ample opportunity over the course of your engagement to determine whether Apple’s new
training program is consistent with the Judge’s Order and is effective in its impact.

BROMWICH EXHIBIT K

October 31, 2013
Page 3

However, it makes no sense, and would be extremely disruptive, to schedule those interviews
before Apple has completed its internal assessment and developed its new antitrust training
program.
2.

Financial Terms and Fiduciary Responsibilities

The Final Judgment requires the monitor to operate on “reasonable and customary
terms” that are “consistent with reasonable expense guidelines.” Final Judgment at § VI.I.
Apple has already raised concerns regarding your hourly fees, the administrative fee you
seek to impose in addition to those fees, the need for additional personnel, and finally,
adherence to a defined expense policy. Apple does not believe your proposed fee structure is
reasonable and customary, whether for a monitor or a lawyer, and respectfully objects to it.
Moreover, your dictate that we simply accept these fees and costs at face value without any
support or explanation is inconsistent with the company’s fiduciary responsibilities to its
shareholders, and to the customary practices of Apple and other companies in conducting
business or legal activities. And, while the Final Judgment requires DOJ and Plaintiff States
to approve your fee and expense structure (see Final Judgment at § VI.I), it appears from
your correspondence you have not secured such approval but instead have simply submitted
your proposed approach to DOJ and it has not acted upon it.
3.

Confidentiality

To protect the confidentiality of any information Apple may share with you during
the monitorship, we have attached a non-disclosure agreement for your signature that is
consistent with Apple’s standard confidentiality agreements and the Stipulated Protective
Order in this matter. Apple also reserves its right to assert attorney-client privilege and work
product protections as appropriate throughout this process. Finally, Apple again requests
that, consistent with its policies, you, the Bromwich Group, Goodwin Procter, and Fried
Frank refrain from using Apple’s name in any marketing materials or media communications
like the press release Goodwin Procter issued announcing your appointment and containing a
direct quote from you.
*****
Concurrent with this response, Apple has submitted to DOJ and Plaintiff States a
notice of its objections. Please direct any future communications on these issues to me. As
we work to resolve these issues, Apple will continue to focus its efforts on its internal
assessment and enhancement of its antitrust policies and procedures and the training program
mandated by the Final Judgment. As you know, Apple has retained seasoned antitrust
practitioners and former government officials at the law firm of Simpson Thacher to aid it in
this process. We appreciate an honest and open dialogue on these issues, and look forward to

BROMWICH EXHIBIT K

October 31, 2013
Page 4

working with you to establish antitrust compliance policies and training programs that are
comprehensive and effective in satisfaction of the Final Judgment.

Very truly yours,
s/ Theodore J. Boutrous, Jr.
Theodore J. Boutrous, Jr.

Enclosure

BROMWICH EXHIBIT K

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








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






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







BROMWICH EXHIBIT K
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


















































BROMWICH EXHIBIT K
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





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


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
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












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
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

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

 










BROMWICH EXHIBIT K
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

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  
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 
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 
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
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  
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 
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 
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
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  
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 
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



BROMWICH EXHIBIT K


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





















  

 

 

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From: Boutrous Jr., Theodore J. <[e-mail]>
Date: Mon, Nov 4, 2013 at 9:08 PM
Subject: e-books/Apple
To: "Michael R. Bromwich" <[e-mail]>

> Michael: Thank you for your letters of November 1st. As requested, we delivered your letter to Mr. Cook
and Mr. Sewell and we’ve attached Mr. Sewell’s response.
>
> I think it would be productive for us to speak by phone. I really want to work with you find a smooth path to
our shared objectives. Are you available on Wednesday?
________________________________
This message may contain confidential and privileged information. If it has been sent to you in error, please
reply to advise the sender of the error and then immediately delete this message.
________________________________

1

BROMWICH EXHIBIT O

BROMWICH EXHIBIT O

BROMWICH EXHIBIT P

From: Michael Bromwich <[e-mail]>
Date: Mon, Nov 4, 2013 at 10:07 PM
Subject: Re: e-books/Apple
To: "Boutrous Jr., Theodore J." <[e-mail]>
Ted,
Thanks for your note and Bruce Sewell's letter. I'm available tomorrow and Wednesday.
Like you, I'm very interested in resolving the issues that have arisen at the outset of our relationship.
I'm hopeful that you can help persuade senior management at Apple that the important work
described in Mr. Sewell's letter is not at all inconsistent with our beginning the work we have been
selected to do. I would be less than candid if I didn't tell you I am disappointed that his view seems to
be that our work begins only when the court-imposed deadline to revise its antitrust compliance
policies, procedures and training has passed.
As I'm sure you know, many monitorships involve specific deadlines the monitored entity is required
to meet. To my knowledge, the existence of such deadlines has never been viewed as a reason for the
monitor to defer his work until the deadlines have passed. In the three other monitorships I have
done over the past eleven years, I have met with top management of the company or organization
within 14 days of beginning of my responsibilities. Those introductory meetings, without resistance
or delay in any instance, have helped pave the way for cordial, collaborative relationships that have
proceeded smoothly and with an absolute minimum of tension. I am confident the same can be the
case here.
We intend to be reasonable and flexible in our approach to this matter, and accommodating to the
busy schedules of the company's executives. We look forward to working out a schedule for
preliminary meetings and discussions later this month, either next week or the week of November 18,
that reflect an appropriate balance between our needs and the company's interests.
Let me know the best times for you to speak tomorrow or Wednesday.
Best regards.

MRB
1

BROMWICH EXHIBIT P
On Mon, Nov 4, 2013 at 9:08 PM, Boutrous Jr., Theodore J. <[e-mail]> wrote:
> Michael: Thank you for your letters of November 1st. As requested, we delivered your letter to Mr. Cook
and Mr. Sewell and we’ve attached Mr. Sewell’s response.
>
> I think it would be productive for us to speak by phone. I really want to work with you find a smooth path to
our shared objectives. Are you available on Wednesday?
________________________________
This message may contain confidential and privileged information. If it has been sent to you in error, please
reply to advise the sender of the error and then immediately delete this message.
________________________________

2

BROMWICH EXHIBIT Q

From: Michael Bromwich <[e-mail]>
Date: November 5, 2013 at 5:34:42 PM EST
To: "Theodore J. Boutrous Jr." <[e-mail]>
Subject: Re: e-books/Apple
Ted, I've got a meeting at 3:00 pm that may last until close to 4:30. Can you do it earlier
and if not, can you do it at 4:30 pm?
I wanted to provide Bruce Sewell with a response to his letter, which I have attached.
Please pass it on to him and Tim Cook.
Thanks.
MRB

On Tue, Nov 5, 2013 at 3:06 PM, Boutrous Jr., Theodore
J. <[e-mail]> wrote:
Michael:
Would 3:30 or 4:00 pm eastern time tomorrow work for you?
Theodore J. Boutrous Jr.
GIBSON DUNN
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue, Los Angeles, CA 90071-3197
Tel [phone] • Fax [phone]
[e-mail] • www.gibsondunn.com
From: Michael Bromwich [mailto:[e-mail]]
Sent: Monday, November 04, 2013 7:08 PM
To: Boutrous Jr., Theodore J.
Subject: Re: e-books/Apple
1

BROMWICH EXHIBIT Q
Ted,
Thanks for your note and Bruce Sewell's letter. I'm available tomorrow and Wednesday.
Like you, I'm very interested in resolving the issues that have arisen at the outset of our
relationship. I'm hopeful that you can help persuade senior management at Apple that the
important work described in Mr. Sewell's letter is not at all inconsistent with our beginning the
work we have been selected to do. I would be less than candid if I didn't tell you I am
disappointed that his view seems to be that our work begins only when the court-imposed
deadline to revise its antitrust compliance policies, procedures and training has passed.
As I'm sure you know, many monitorships involve specific deadlines the monitored entity is
required to meet. To my knowledge, the existence of such deadlines has never been viewed as a
reason for the monitor to defer his work until the deadlines have passed. In the three other
monitorships I have done over the past eleven years, I have met with top management of the
company or organization within 14 days of beginning of my responsibilities. Those introductory
meetings, without resistance or delay in any instance, have helped pave the way for cordial,
collaborative relationships that have proceeded smoothly and with an absolute minimum of
tension. I am confident the same can be the case here.
We intend to be reasonable and flexible in our approach to this matter, and accommodating to
the busy schedules of the company's executives. We look forward to working out a schedule for
preliminary meetings and discussions later this month, either next week or the week
of November 18, that reflect an appropriate balance between our needs and the company's
interests.
Let me know the best times for you to speak tomorrow or Wednesday.
Best regards.

MRB
On Mon, Nov 4, 2013 at 9:08 PM, Boutrous Jr., Theodore J. <[e-mail]>
wrote:
> Michael: Thank you for your letters of November 1st. As requested, we delivered your letter
to Mr. Cook and Mr. Sewell and we’ve attached Mr. Sewell’s response.
>
> I think it would be productive for us to speak by phone. I really want to work with you find a
smooth path to our shared objectives. Are you available on Wednesday?
________________________________
This message may contain confidential and privileged information. If it has been sent to you in
error, please reply to advise the sender of the error and then immediately delete this message.
________________________________

2

BROMWICH EXHIBIT R

   
      
  
  

 
   
     
 
  
  
 
               
             
            
            
          
 
            
               
             
            
              
          
            
                
             
         

BROMWICH EXHIBIT R

   
  
 

              
               
        
               
                  
                  
              
                
             
            
               
             
             
           
             
              
               
             
               
            
            
            
               
      
            
            
         
        
             
               
               
             
            
             
      

BROMWICH EXHIBIT R

   
  
 

            
                
              
            
               
   
  

  


    
    
    

BROMWICH EXHIBIT S

From:
Sent:
To:
Cc:
Subject:
Attachments:

Michael Bromwich [[e-mail]]
Thursday, November 07, 2013 3:01 PM
Theodore J. Boutrous Jr.
Nigro, Barry; Cirincione, Maria
Apple -- Expense Guidelines
Apple -- Letter to Boutrous -- 11-7.PDF

Dear Ted,
As promised during our call yesterday afternoon, attached please find a letter that sets forth the items
included in Apple's expense policies that we feel comfortable signing on to. As you will see, we have
no objection to agreeing to follow those polices that don't raise independence concerns or otherwise
seem inappropriate. Please let us know if you have any questions or need to discuss any of the specific
items.
Again, I want to thank you for the very productive discussion we had yesterday. We look forward to
receiving the list of people and groups the company is proposing we meet and/or interview the week
of November 18 so we can reach closure on the issue as soon as possible and schedule the trip.
Best regards.

MRB

1

BROMWICH EXHIBIT S

BROMWICH EXHIBIT S

BROMWICH EXHIBIT S

BROMWICH EXHIBIT T

From:
Sent:
To:
Cc:
Subject:

Boutrous Jr., Theodore J. [[e-mail]]
Thursday, November 07, 2013 3:17 PM
Michael Bromwich
Nigro, Barry; Cirincione, Maria; Swanson, Daniel G.
Re: Apple -- Expense Guidelines

Thank you Michael. I look forward to reviewing this and very much appreciated our call yesterday. The week
of November 18 is looking bad from a scheduling standpoint (including because the new Antitrust Compliance
Officer will be officially starting work that week and a number of other folks will be traveling), so we would
like to propose the week of December 2. I am still working to confirm, but interviewees could potentially
include:
Bruce Sewell, Senior Vice President, General Counsel, and Secretary Member of Management Risk Oversight
Committee
Tom Moyer, Chief Compliance Officer and Head of Global Security
Gene Levoff, Senior Director, Associate General Counsel - Corporate Law and Assistant Secretary, Legal
Counsel to Audit and Nominating and Corporate Governance Committee, Liaison to Board of Directors,
Counsel Risk Management Committee
Doug Vetter, Vice President, Associate General Counsel Product Law and Assistant Secretary. Assumed
responsibility in July 2013 for legal groups supporting hardware, software, and iTunes (including App Store and
iBooks Store).
Kyle Andeer, Senior Director, Competition Law & Policy
Deena Said, Antitrust Compliance Officer
Annie Persamperi, Legal Counsel, iBooks Store
Keith Moerer, Director, iTunes content
Rob McDonald, Head of iBooks Store for the United States
I hope we can work together to make this a productive first trip for you to Apple and sets us on a joint path to
achieving the objectives of this effort.
Ted
Sent from my iPad
On Nov 7, 2013, at 1:00 PM, "Michael Bromwich" <[e-mail]> wrote:
Dear Ted,
As promised during our call yesterday afternoon, attached please find a letter that sets
forth the items included in Apple's expense policies that we feel comfortable signing on
to. As you will see, we have no objection to agreeing to follow those polices that don't
raise independence concerns or otherwise seem inappropriate. Please let us know if you
have any questions or need to discuss any of the specific items.
Again, I want to thank you for the very productive discussion we had yesterday. We look
forward to receiving the list of people and groups the company is proposing we meet
and/or interview the week of November 18 so we can reach closure on the issue as soon
as possible and schedule the trip.
Best regards.
1

BROMWICH EXHIBIT T

MRB
<Apple -- Letter to Boutrous -- 11-7.PDF>
This message may contain confidential and privileged information. If it has been sent to you in error, please
reply to advise the sender of the error and then immediately delete this message.

2

BROMWICH EXHIBIT U

From:
Sent:
To:
Cc:
Subject:

Michael Bromwich [[e-mail]]
Thursday, November 07, 2013 3:58 PM
Boutrous Jr., Theodore J.
Nigro, Barry; Cirincione, Maria; Swanson, Daniel G.
Re: Apple -- Expense Guidelines

Thanks, Ted. Let's keep trying for the week of November 18. The following two weeks are bad for me
-- I'm out of the country and otherwise committed the week of December 2 and have some real
scheduling difficulties the following week as well. And then we're into the holidays when we can
expect people to be traveling everywhere.
We have always understood that we would not be able to grab everyone we would like to meet or
interview the week of the 18th, but let's resolve to do the best we can. The list you have generated is
an excellent start.
In addition to the people on this list, all of whom we want to meet/interview either the week of the
18th or at some point soon thereafter, we would like to interview/meet Tim Cook, Phil Schiller, and
Eddie Cue. If there are other Senior VPs who touch antitrust-related issues in a meaningful way, we
would like to add them to the list as well.
In addition, we would be very interested in gathering information while we are out there on the
following.
1. A discussion of the overall compliance structure at Apple -- spheres of responsibility, reporting
structure, and personnel involved in compliance.
2. Overview of the compliance activities that were commenced after the Final Judgment, as referred
to in Bruce Sewell's November 4 letter.
3. Overview of the structure and operation of the Risk Management Committee.
4. Overview of the role of the Audit Committee in compliance
5. Overview of the evaluative tools -- e.g., outside audits and reviews -- currently used to review and
monitor the compliance program.
6. Discussion of the tools and methods currently used within the company to promote compliance.
7. Structure for reporting and investigating suspected compliance violations (antitrust and other
issues).
8. Existing system for imposing discipline on company personnel who violate compliance policies.
9. Mechanisms for reporting compliance violations and preventing retaliation.
These are just a few ideas about topics that I have found very worthwhile to explore at the outset of
monitoring. I will leave to Apple which of these it wants to take up the week of 11/18 and which it
would prefer to defer until our next trip -- realistically, probably in early January. I am open to
interviewing people who are the most knowledgeable on these subjects, or receiving presentations,
1

BROMWICH EXHIBIT U
which can then be later followed up on with interviews. I want to be as flexible as possible about this,
but I have no doubt we will be able to usefully fill 2-3 days the week of 11/18.
We would also very much ask for the company's assistance in arranging interviews with its Board
members. In addition to Mr. Cook, I note that Mr. Levenson and Mr. Campbell, both of whom are
members of the Audit Committee, are based in Mountain View (Campbell) and South San Francisco
(Levenson). My understanding is that Mr. Gore either lives of frequently visits Northern California.
If one or more of these outside directors are available the week of the 18th, we would very much like
to meet with them.
Thanks very much for your continued assistance and cooperation on this.
Best.

MRB
On Thu, Nov 7, 2013 at 3:16 PM, Boutrous Jr., Theodore J. <[e-mail]> wrote:
Thank you Michael. I look forward to reviewing this and very much appreciated our call yesterday. The week
of November 18 is looking bad from a scheduling standpoint (including because the new Antitrust Compliance
Officer will be officially starting work that week and a number of other folks will be traveling), so we would
like to propose the week of December 2. I am still working to confirm, but interviewees could potentially
include:
Bruce Sewell, Senior Vice President, General Counsel, and Secretary Member of Management Risk Oversight
Committee
Tom Moyer, Chief Compliance Officer and Head of Global Security
Gene Levoff, Senior Director, Associate General Counsel - Corporate Law and Assistant Secretary, Legal
Counsel to Audit and Nominating and Corporate Governance Committee, Liaison to Board of Directors,
Counsel Risk Management Committee
Doug Vetter, Vice President, Associate General Counsel Product Law and Assistant Secretary. Assumed
responsibility in July 2013 for legal groups supporting hardware, software, and iTunes (including App Store and
iBooks Store).
Kyle Andeer, Senior Director, Competition Law & Policy
Deena Said, Antitrust Compliance Officer
Annie Persamperi, Legal Counsel, iBooks Store
Keith Moerer, Director, iTunes content
Rob McDonald, Head of iBooks Store for the United States
I hope we can work together to make this a productive first trip for you to Apple and sets us on a joint path to
achieving the objectives of this effort.
Ted
Sent from my iPad
On Nov 7, 2013, at 1:00 PM, "Michael Bromwich" <[e-mail]> wrote:
2

BROMWICH EXHIBIT U
Dear Ted,
As promised during our call yesterday afternoon, attached please find a letter that sets
forth the items included in Apple's expense policies that we feel comfortable signing on
to. As you will see, we have no objection to agreeing to follow those polices that don't
raise independence concerns or otherwise seem inappropriate. Please let us know if you
have any questions or need to discuss any of the specific items.
Again, I want to thank you for the very productive discussion we had yesterday. We look
forward to receiving the list of people and groups the company is proposing we meet
and/or interview the week of November 18 so we can reach closure on the issue as soon
as possible and schedule the trip.
Best regards.

MRB
<Apple -- Letter to Boutrous -- 11-7.PDF>
This message may contain confidential and privileged information. If it has been sent to you in error, please
reply to advise the sender of the error and then immediately delete this message.

3

BROMWICH EXHIBIT V

From:
Sent:
To:
Cc:
Subject:

Boutrous Jr., Theodore J. [[e-mail]]
Saturday, November 09, 2013 2:13 PM
Michael Bromwich
Nigro, Barry; Cirincione, Maria; Swanson, Daniel G.; Richman, Cynthia
RE: Apple -- Expense Guidelines

Checking to see what can be pulled together for that week Will report back
Theodore J. Boutrous Jr.

GIBSON DUNN
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue, Los Angeles, CA 90071-3197
Tel [phone] • Fax [phone]
[e-mail] • www.gibsondunn.com

From: Michael Bromwich [mailto:[e-mail]]
Sent: Thursday, November 07, 2013 12:58 PM
To: Boutrous Jr., Theodore J.
Cc: Nigro, Barry; Cirincione, Maria; Swanson, Daniel G.
Subject: Re: Apple -- Expense Guidelines

Thanks, Ted. Let's keep trying for the week of November 18. The following two weeks are bad for me
-- I'm out of the country and otherwise committed the week of December 2 and have some real
scheduling difficulties the following week as well. And then we're into the holidays when we can
expect people to be traveling everywhere.
We have always understood that we would not be able to grab everyone we would like to meet or
interview the week of the 18th, but let's resolve to do the best we can. The list you have generated is
an excellent start.
In addition to the people on this list, all of whom we want to meet/interview either the week of the
18th or at some point soon thereafter, we would like to interview/meet Tim Cook, Phil Schiller, and
Eddie Cue. If there are other Senior VPs who touch antitrust-related issues in a meaningful way, we
would like to add them to the list as well.
In addition, we would be very interested in gathering information while we are out there on the
following.
1. A discussion of the overall compliance structure at Apple -- spheres of responsibility, reporting
structure, and personnel involved in compliance.
2. Overview of the compliance activities that were commenced after the Final Judgment, as referred
to in Bruce Sewell's November 4 letter.
3. Overview of the structure and operation of the Risk Management Committee.
4. Overview of the role of the Audit Committee in compliance
1

BROMWICH EXHIBIT V
5. Overview of the evaluative tools -- e.g., outside audits and reviews -- currently used to review and
monitor the compliance program.
6. Discussion of the tools and methods currently used within the company to promote compliance.
7. Structure for reporting and investigating suspected compliance violations (antitrust and other
issues).
8. Existing system for imposing discipline on company personnel who violate compliance policies.
9. Mechanisms for reporting compliance violations and preventing retaliation.
These are just a few ideas about topics that I have found very worthwhile to explore at the outset of
monitoring. I will leave to Apple which of these it wants to take up the week of 11/18 and which it
would prefer to defer until our next trip -- realistically, probably in early January. I am open to
interviewing people who are the most knowledgeable on these subjects, or receiving presentations,
which can then be later followed up on with interviews. I want to be as flexible as possible about this,
but I have no doubt we will be able to usefully fill 2-3 days the week of 11/18.
We would also very much ask for the company's assistance in arranging interviews with its Board
members. In addition to Mr. Cook, I note that Mr. Levenson and Mr. Campbell, both of whom are
members of the Audit Committee, are based in Mountain View (Campbell) and South San Francisco
(Levenson). My understanding is that Mr. Gore either lives of frequently visits Northern California.
If one or more of these outside directors are available the week of the 18th, we would very much like
to meet with them.
Thanks very much for your continued assistance and cooperation on this.
Best.

MRB
On Thu, Nov 7, 2013 at 3:16 PM, Boutrous Jr., Theodore J. <[e-mail]> wrote:
Thank you Michael. I look forward to reviewing this and very much appreciated our call yesterday. The week
of November 18 is looking bad from a scheduling standpoint (including because the new Antitrust Compliance
Officer will be officially starting work that week and a number of other folks will be traveling), so we would
like to propose the week of December 2. I am still working to confirm, but interviewees could potentially
include:
Bruce Sewell, Senior Vice President, General Counsel, and Secretary Member of Management Risk Oversight
Committee
Tom Moyer, Chief Compliance Officer and Head of Global Security
Gene Levoff, Senior Director, Associate General Counsel - Corporate Law and Assistant Secretary, Legal
Counsel to Audit and Nominating and Corporate Governance Committee, Liaison to Board of Directors,
Counsel Risk Management Committee
Doug Vetter, Vice President, Associate General Counsel Product Law and Assistant Secretary. Assumed
2

BROMWICH EXHIBIT V
responsibility in July 2013 for legal groups supporting hardware, software, and iTunes (including App Store and
iBooks Store).
Kyle Andeer, Senior Director, Competition Law & Policy
Deena Said, Antitrust Compliance Officer
Annie Persamperi, Legal Counsel, iBooks Store
Keith Moerer, Director, iTunes content
Rob McDonald, Head of iBooks Store for the United States
I hope we can work together to make this a productive first trip for you to Apple and sets us on a joint path to
achieving the objectives of this effort.
Ted
Sent from my iPad
On Nov 7, 2013, at 1:00 PM, "Michael Bromwich" <[e-mail]> wrote:
Dear Ted,
As promised during our call yesterday afternoon, attached please find a letter that sets
forth the items included in Apple's expense policies that we feel comfortable signing on
to. As you will see, we have no objection to agreeing to follow those polices that don't
raise independence concerns or otherwise seem inappropriate. Please let us know if you
have any questions or need to discuss any of the specific items.
Again, I want to thank you for the very productive discussion we had yesterday. We look
forward to receiving the list of people and groups the company is proposing we meet
and/or interview the week of November 18 so we can reach closure on the issue as soon
as possible and schedule the trip.
Best regards.

MRB
<Apple -- Letter to Boutrous -- 11-7.PDF>
This message may contain confidential and privileged information. If it has been sent to you in error, please
reply to advise the sender of the error and then immediately delete this message.

3

BROMWICH EXHIBIT W

From:
Sent:
To:
Cc:
Subject:

Michael R. Bromwich [[e-mail]]
Saturday, November 09, 2013 2:30 PM
Boutrous Jr., Theodore J.
Nigro, Barry; Cirincione, Maria; Swanson, Daniel G.; Richman, Cynthia;
[e-mail]
Re: Apple -- Expense Guidelines

Thanks, Ted. We appreciate it. We will plan to fly in late Sunday and be ready to go first thing Monday
morning unless a Tuesday start would be significantly better for the company.
Also, we would be grateful for any of the materials we originally requested October 22.
Best.
MRB
On Nov 9, 2013, at 2:13 PM, "Boutrous Jr., Theodore J." <[e-mail]> wrote:

Checking to see what can be pulled together for that week Will report back
Theodore J. Boutrous Jr.

GIBSON DUNN
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue, Los Angeles, CA 90071-3197
Tel [phone] • Fax [phone]
[e-mail] • www.gibsondunn.com

From: Michael Bromwich [mailto:[e-mail]]
Sent: Thursday, November 07, 2013 12:58 PM
To: Boutrous Jr., Theodore J.
Cc: Nigro, Barry; Cirincione, Maria; Swanson, Daniel G.
Subject: Re: Apple -- Expense Guidelines

Thanks, Ted. Let's keep trying for the week of November 18. The following two weeks
are bad for me -- I'm out of the country and otherwise committed the week of December
2 and have some real scheduling difficulties the following week as well. And then we're
into the holidays when we can expect people to be traveling everywhere.
We have always understood that we would not be able to grab everyone we would like to
meet or interview the week of the 18th, but let's resolve to do the best we can. The list
you have generated is an excellent start.
In addition to the people on this list, all of whom we want to meet/interview either the
week of the 18th or at some point soon thereafter, we would like to interview/meet Tim
Cook, Phil Schiller, and Eddie Cue. If there are other Senior VPs who touch antitrustrelated issues in a meaningful way, we would like to add them to the list as well.
1

BROMWICH EXHIBIT W
In addition, we would be very interested in gathering information while we are out there
on the following.
1. A discussion of the overall compliance structure at Apple -- spheres of responsibility,
reporting structure, and personnel involved in compliance.
2. Overview of the compliance activities that were commenced after the Final
Judgment, as referred to in Bruce Sewell's November 4 letter.
3. Overview of the structure and operation of the Risk Management Committee.
4. Overview of the role of the Audit Committee in compliance
5. Overview of the evaluative tools -- e.g., outside audits and reviews -- currently used to
review and monitor the compliance program.
6. Discussion of the tools and methods currently used within the company to promote
compliance.
7. Structure for reporting and investigating suspected compliance violations (antitrust
and other issues).
8. Existing system for imposing discipline on company personnel who violate
compliance policies.
9. Mechanisms for reporting compliance violations and preventing retaliation.

These are just a few ideas about topics that I have found very worthwhile to explore at
the outset of monitoring. I will leave to Apple which of these it wants to take up the
week of 11/18 and which it would prefer to defer until our next trip -- realistically,
probably in early January. I am open to interviewing people who are the most
knowledgeable on these subjects, or receiving presentations, which can then be later
followed up on with interviews. I want to be as flexible as possible about this, but I have
no doubt we will be able to usefully fill 2-3 days the week of 11/18.
We would also very much ask for the company's assistance in arranging interviews with
its Board members. In addition to Mr. Cook, I note that Mr. Levenson and Mr.
Campbell, both of whom are members of the Audit Committee, are based in Mountain
View (Campbell) and South San Francisco (Levenson). My understanding is that Mr.
Gore either lives of frequently visits Northern California. If one or more of these outside
directors are available the week of the 18th, we would very much like to meet with them.
Thanks very much for your continued assistance and cooperation on this.
Best.

2

BROMWICH EXHIBIT W

MRB
On Thu, Nov 7, 2013 at 3:16 PM, Boutrous Jr., Theodore J. <[e-mail]>
wrote:
Thank you Michael. I look forward to reviewing this and very much appreciated our call
yesterday. The week of November 18 is looking bad from a scheduling standpoint (including
because the new Antitrust Compliance Officer will be officially starting work that week and a
number of other folks will be traveling), so we would like to propose the week of December 2. I
am still working to confirm, but interviewees could potentially include:
Bruce Sewell, Senior Vice President, General Counsel, and Secretary Member of Management
Risk Oversight Committee
Tom Moyer, Chief Compliance Officer and Head of Global Security
Gene Levoff, Senior Director, Associate General Counsel - Corporate Law and Assistant
Secretary, Legal Counsel to Audit and Nominating and Corporate Governance Committee,
Liaison to Board of Directors, Counsel Risk Management Committee
Doug Vetter, Vice President, Associate General Counsel Product Law and Assistant Secretary.
Assumed responsibility in July 2013 for legal groups supporting hardware, software, and iTunes
(including App Store and iBooks Store).
Kyle Andeer, Senior Director, Competition Law & Policy
Deena Said, Antitrust Compliance Officer
Annie Persamperi, Legal Counsel, iBooks Store
Keith Moerer, Director, iTunes content
Rob McDonald, Head of iBooks Store for the United States
I hope we can work together to make this a productive first trip for you to Apple and sets us on a
joint path to achieving the objectives of this effort.
Ted
Sent from my iPad
On Nov 7, 2013, at 1:00 PM, "Michael Bromwich" <[e-mail]>
wrote:
Dear Ted,
As promised during our call yesterday afternoon, attached please find a
letter that sets forth the items included in Apple's expense policies that we
feel comfortable signing on to. As you will see, we have no objection to
agreeing to follow those polices that don't raise independence concerns or
otherwise seem inappropriate. Please let us know if you have any
questions or need to discuss any of the specific items.
Again, I want to thank you for the very productive discussion we had
yesterday. We look forward to receiving the list of people and groups the
company is proposing we meet and/or interview the week of November 18
so we can reach closure on the issue as soon as possible and schedule the
trip.
3

BROMWICH EXHIBIT W
Best regards.

MRB
<Apple -- Letter to Boutrous -- 11-7.PDF>
This message may contain confidential and privileged information. If it has been sent to you in
error, please reply to advise the sender of the error and then immediately delete this message.

4

BROMWICH EXHIBIT X

From:
Sent:
To:
Cc:
Subject:

Boutrous Jr., Theodore J. [[e-mail]]
Saturday, November 09, 2013 4:01 PM
Michael R. Bromwich
Nigro, Barry; Cirincione, Maria; Swanson, Daniel G.; Richman, Cynthia;
[e-mail]
RE: Apple -- Expense Guidelines

Michael:
I have now heard back and, unfortunately, that week is very bad in terms of scheduling.
I know you will be out of the country the week of December 2, but we would very much appreciate it if
you could work on your scheduling conflicts the week of December 9 and make the trip that week.
Apple will be able to have a full slate of interviewees for you to meet with that week along the lines of
my prior email and the new ACO will have had time to get acclimated and up and running. This will
get things off to a strong start and would be much better from the standpoints of efficiency and
effectiveness. It doesn’t make sense to have you fly all the way to California only to meet with a few
people the week of November 18. In the meantime, we can start getting you some of the information
you have requested. We are also working on a new confidentiality arrangement based on the protective
order. Can we make this work?
Theodore J. Boutrous Jr.

GIBSON DUNN
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue, Los Angeles, CA 90071-3197
Tel [phone] • Fax [phone]
[e-mail] • www.gibsondunn.com

From: Michael R. Bromwich [mailto:[e-mail]]
Sent: Saturday, November 09, 2013 11:30 AM
To: Boutrous Jr., Theodore J.
Cc: Nigro, Barry; Cirincione, Maria; Swanson, Daniel G.; Richman, Cynthia; [e-mail]
Subject: Re: Apple -- Expense Guidelines

Thanks, Ted. We appreciate it. We will plan to fly in late Sunday and be ready to go first thing Monday
morning unless a Tuesday start would be significantly better for the company.
Also, we would be grateful for any of the materials we originally requested October 22.
Best.
MRB
On Nov 9, 2013, at 2:13 PM, "Boutrous Jr., Theodore J." <[e-mail]> wrote:

Checking to see what can be pulled together for that week Will report back

1

BROMWICH EXHIBIT X
Theodore J. Boutrous Jr.

GIBSON DUNN
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue, Los Angeles, CA 90071-3197
Tel [phone] • Fax [phone]
[e-mail] • www.gibsondunn.com

From: Michael Bromwich [mailto:[e-mail]]
Sent: Thursday, November 07, 2013 12:58 PM
To: Boutrous Jr., Theodore J.
Cc: Nigro, Barry; Cirincione, Maria; Swanson, Daniel G.
Subject: Re: Apple -- Expense Guidelines

Thanks, Ted. Let's keep trying for the week of November 18. The following two weeks
are bad for me -- I'm out of the country and otherwise committed the week of December
2 and have some real scheduling difficulties the following week as well. And then we're
into the holidays when we can expect people to be traveling everywhere.
We have always understood that we would not be able to grab everyone we would like to
meet or interview the week of the 18th, but let's resolve to do the best we can. The list
you have generated is an excellent start.
In addition to the people on this list, all of whom we want to meet/interview either the
week of the 18th or at some point soon thereafter, we would like to interview/meet Tim
Cook, Phil Schiller, and Eddie Cue. If there are other Senior VPs who touch antitrustrelated issues in a meaningful way, we would like to add them to the list as well.
In addition, we would be very interested in gathering information while we are out there
on the following.
1. A discussion of the overall compliance structure at Apple -- spheres of responsibility,
reporting structure, and personnel involved in compliance.
2. Overview of the compliance activities that were commenced after the Final
Judgment, as referred to in Bruce Sewell's November 4 letter.
3. Overview of the structure and operation of the Risk Management Committee.
4. Overview of the role of the Audit Committee in compliance
5. Overview of the evaluative tools -- e.g., outside audits and reviews -- currently used to
review and monitor the compliance program.
6. Discussion of the tools and methods currently used within the company to promote
compliance.
7. Structure for reporting and investigating suspected compliance violations (antitrust
and other issues).
8. Existing system for imposing discipline on company personnel who violate
compliance policies.
2

BROMWICH EXHIBIT X
9. Mechanisms for reporting compliance violations and preventing retaliation.
These are just a few ideas about topics that I have found very worthwhile to explore at
the outset of monitoring. I will leave to Apple which of these it wants to take up the
week of 11/18 and which it would prefer to defer until our next trip -- realistically,
probably in early January. I am open to interviewing people who are the most
knowledgeable on these subjects, or receiving presentations, which can then be later
followed up on with interviews. I want to be as flexible as possible about this, but I have
no doubt we will be able to usefully fill 2-3 days the week of 11/18.
We would also very much ask for the company's assistance in arranging interviews with
its Board members. In addition to Mr. Cook, I note that Mr. Levenson and Mr.
Campbell, both of whom are members of the Audit Committee, are based in Mountain
View (Campbell) and South San Francisco (Levenson). My understanding is that Mr.
Gore either lives of frequently visits Northern California. If one or more of these outside
directors are available the week of the 18th, we would very much like to meet with them.
Thanks very much for your continued assistance and cooperation on this.
Best.

MRB
On Thu, Nov 7, 2013 at 3:16 PM, Boutrous Jr., Theodore J. <[e-mail]>
wrote:
Thank you Michael. I look forward to reviewing this and very much appreciated our call
yesterday. The week of November 18 is looking bad from a scheduling standpoint (including
because the new Antitrust Compliance Officer will be officially starting work that week and a
number of other folks will be traveling), so we would like to propose the week of December 2. I
am still working to confirm, but interviewees could potentially include:
Bruce Sewell, Senior Vice President, General Counsel, and Secretary Member of Management
Risk Oversight Committee
Tom Moyer, Chief Compliance Officer and Head of Global Security
Gene Levoff, Senior Director, Associate General Counsel - Corporate Law and Assistant
Secretary, Legal Counsel to Audit and Nominating and Corporate Governance Committee,
Liaison to Board of Directors, Counsel Risk Management Committee
Doug Vetter, Vice President, Associate General Counsel Product Law and Assistant Secretary.
Assumed responsibility in July 2013 for legal groups supporting hardware, software, and iTunes
(including App Store and iBooks Store).
Kyle Andeer, Senior Director, Competition Law & Policy
Deena Said, Antitrust Compliance Officer
Annie Persamperi, Legal Counsel, iBooks Store
Keith Moerer, Director, iTunes content
Rob McDonald, Head of iBooks Store for the United States
3

BROMWICH EXHIBIT X
I hope we can work together to make this a productive first trip for you to Apple and sets us on a
joint path to achieving the objectives of this effort.
Ted
Sent from my iPad
On Nov 7, 2013, at 1:00 PM, "Michael Bromwich" <[e-mail]>
wrote:
Dear Ted,
As promised during our call yesterday afternoon, attached please find a
letter that sets forth the items included in Apple's expense policies that we
feel comfortable signing on to. As you will see, we have no objection to
agreeing to follow those polices that don't raise independence concerns or
otherwise seem inappropriate. Please let us know if you have any
questions or need to discuss any of the specific items.
Again, I want to thank you for the very productive discussion we had
yesterday. We look forward to receiving the list of people and groups the
company is proposing we meet and/or interview the week of November 18
so we can reach closure on the issue as soon as possible and schedule the
trip.
Best regards.

MRB
<Apple -- Letter to Boutrous -- 11-7.PDF>
This message may contain confidential and privileged information. If it has been sent to you in
error, please reply to advise the sender of the error and then immediately delete this message.

4

BROMWICH EXHIBIT Y

From:
Sent:
To:
Cc:
Subject:

Michael Bromwich [[e-mail]]
Saturday, November 09, 2013 5:48 PM
Boutrous Jr., Theodore J.
Nigro, Barry; Cirincione, Maria; Swanson, Daniel G.; Richman, Cynthia;
[e-mail]
Re: Apple -- Expense Guidelines

Ted,
This is a very disappointing response, and very much at odds with what my understanding was during
and after our call last Wednesday. The company was put on notice on October 22 that we intended to
make our initial visit the week of November 18. Your response suggests that our request was not -and is not -- taken seriously by the company. Apple is a can-do company, and I am confident that
they can pull this together. If they maintain that they cannot, that suggests to me that they do not
take its obligations and my responsibilities under the Final Judgment very seriously. The questions
below need only be answered if the company maintains that that it unable to comply with our request
for a series of interviews and meetings the week of November 18.
Please advise which of the 15 people (Sewell, Moyer, Levoff, Vetter, Andeer, Said, Persamperi, Moerer,
McDonald, Cook, Schiller, Cue) identified in your e-mail and my response are unavailable for as little
as an hour any day the week of November 18 (Monday through Friday). Be prepared to support any
representations concerning their unavailability with detailed copies of their schedules for that entire
week.
Please confirm that contact has been made with the 2-3 Board members identified in my e-mail who
appear to work in the vicinity of Apple's headquarters, and that they are also unavailable for a
meeting/interview of similar length.
Please advise which of the subjects identified in my recent e-mail cannot be addressed in a
presentation/discussion (with almost two weeks notice) and why that is the case.
I remain willing to upend my schedule and make the trip this coming week rather than the week of
November 18 if that will mean the company is better able to comply with our quite reasonable
requests. I am not prepared to drag things out any longer than that.
Thanks.

MRB
On Sat, Nov 9, 2013 at 4:01 PM, Boutrous Jr., Theodore J. <[e-mail]> wrote:

Michael:
I have now heard back and, unfortunately, that week is very bad in terms of scheduling.
I know you will be out of the country the week of December 2, but we would very much appreciate it if
you could work on your scheduling conflicts the week of December 9 and make the trip that week.
Apple will be able to have a full slate of interviewees for you to meet with that week along the lines of
1

BROMWICH EXHIBIT Y

my prior email and the new ACO will have had time to get acclimated and up and running. This will
get things off to a strong start and would be much better from the standpoints of efficiency and
effectiveness. It doesn’t make sense to have you fly all the way to California only to meet with a few
people the week of November 18. In the meantime, we can start getting you some of the information
you have requested. We are also working on a new confidentiality arrangement based on the protective
order. Can we make this work?

Theodore J. Boutrous Jr.

GIBSON DUNN
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue, Los Angeles, CA 90071-3197
Tel [phone] • Fax [phone]
[e-mail] • www.gibsondunn.com

From: Michael R. Bromwich [mailto:[e-mail]]
Sent: Saturday, November 09, 2013 11:30 AM
To: Boutrous Jr., Theodore J.
Cc: Nigro, Barry; Cirincione, Maria; Swanson, Daniel G.; Richman, Cynthia; [e-mail]
Subject: Re: Apple -- Expense Guidelines

Thanks, Ted. We appreciate it. We will plan to fly in late Sunday and be ready to go first thing Monday
morning unless a Tuesday start would be significantly better for the company.

Also, we would be grateful for any of the materials we originally requested October 22.
Best.

MRB

On Nov 9, 2013, at 2:13 PM, "Boutrous Jr., Theodore J." <[e-mail]> wrote:

Checking to see what can be pulled together for that week Will report back

Theodore J. Boutrous Jr.

GIBSON DUNN
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue, Los Angeles, CA 90071-3197
2

BROMWICH EXHIBIT Y
Tel [phone] • Fax [phone]
[e-mail] • www.gibsondunn.com

From: Michael Bromwich [mailto:[e-mail]]
Sent: Thursday, November 07, 2013 12:58 PM
To: Boutrous Jr., Theodore J.
Cc: Nigro, Barry; Cirincione, Maria; Swanson, Daniel G.
Subject: Re: Apple -- Expense Guidelines

Thanks, Ted. Let's keep trying for the week of November 18. The following two weeks
are bad for me -- I'm out of the country and otherwise committed the week of December
2 and have some real scheduling difficulties the following week as well. And then we're
into the holidays when we can expect people to be traveling everywhere.
We have always understood that we would not be able to grab everyone we would like to
meet or interview the week of the 18th, but let's resolve to do the best we can. The list
you have generated is an excellent start.
In addition to the people on this list, all of whom we want to meet/interview either the
week of the 18th or at some point soon thereafter, we would like to interview/meet Tim
Cook, Phil Schiller, and Eddie Cue. If there are other Senior VPs who touch antitrustrelated issues in a meaningful way, we would like to add them to the list as well.
In addition, we would be very interested in gathering information while we are out there
on the following.
1. A discussion of the overall compliance structure at Apple -- spheres of responsibility,
reporting structure, and personnel involved in compliance.
2. Overview of the compliance activities that were commenced after the Final
Judgment, as referred to in Bruce Sewell's November 4 letter.
3. Overview of the structure and operation of the Risk Management Committee.
4. Overview of the role of the Audit Committee in compliance
5. Overview of the evaluative tools -- e.g., outside audits and reviews -- currently used to
review and monitor the compliance program.
6. Discussion of the tools and methods currently used within the company to promote
compliance.
7. Structure for reporting and investigating suspected compliance violations (antitrust
and other issues).
8. Existing system for imposing discipline on company personnel who violate
compliance policies.

3

BROMWICH EXHIBIT Y
9. Mechanisms for reporting compliance violations and preventing retaliation.
These are just a few ideas about topics that I have found very worthwhile to explore at
the outset of monitoring. I will leave to Apple which of these it wants to take up the
week of 11/18 and which it would prefer to defer until our next trip -- realistically,
probably in early January. I am open to interviewing people who are the most
knowledgeable on these subjects, or receiving presentations, which can then be later
followed up on with interviews. I want to be as flexible as possible about this, but I have
no doubt we will be able to usefully fill 2-3 days the week of 11/18.
We would also very much ask for the company's assistance in arranging interviews with
its Board members. In addition to Mr. Cook, I note that Mr. Levenson and Mr.
Campbell, both of whom are members of the Audit Committee, are based in Mountain
View (Campbell) and South San Francisco (Levenson). My understanding is that Mr.
Gore either lives of frequently visits Northern California. If one or more of these outside
directors are available the week of the 18th, we would very much like to meet with them.
Thanks very much for your continued assistance and cooperation on this.
Best.

MRB

On Thu, Nov 7, 2013 at 3:16 PM, Boutrous Jr., Theodore J. <[e-mail]>
wrote:
Thank you Michael. I look forward to reviewing this and very much appreciated our call
yesterday. The week of November 18 is looking bad from a scheduling standpoint (including
because the new Antitrust Compliance Officer will be officially starting work that week and a
number of other folks will be traveling), so we would like to propose the week of December 2. I
am still working to confirm, but interviewees could potentially include:

Bruce Sewell, Senior Vice President, General Counsel, and Secretary Member of Management
Risk Oversight Committee
Tom Moyer, Chief Compliance Officer and Head of Global Security
Gene Levoff, Senior Director, Associate General Counsel - Corporate Law and Assistant
Secretary, Legal Counsel to Audit and Nominating and Corporate Governance Committee,
Liaison to Board of Directors, Counsel Risk Management Committee
4

BROMWICH EXHIBIT Y
Doug Vetter, Vice President, Associate General Counsel Product Law and Assistant Secretary.
Assumed responsibility in July 2013 for legal groups supporting hardware, software, and iTunes
(including App Store and iBooks Store).
Kyle Andeer, Senior Director, Competition Law & Policy
Deena Said, Antitrust Compliance Officer
Annie Persamperi, Legal Counsel, iBooks Store
Keith Moerer, Director, iTunes content
Rob McDonald, Head of iBooks Store for the United States

I hope we can work together to make this a productive first trip for you to Apple and sets us on a
joint path to achieving the objectives of this effort.
Ted
Sent from my iPad

On Nov 7, 2013, at 1:00 PM, "Michael Bromwich" <[e-mail]>
wrote:
Dear Ted,
As promised during our call yesterday afternoon, attached please find a
letter that sets forth the items included in Apple's expense policies that we
feel comfortable signing on to. As you will see, we have no objection to
agreeing to follow those polices that don't raise independence concerns or
otherwise seem inappropriate. Please let us know if you have any
questions or need to discuss any of the specific items.
Again, I want to thank you for the very productive discussion we had
yesterday. We look forward to receiving the list of people and groups the
company is proposing we meet and/or interview the week of November 18
so we can reach closure on the issue as soon as possible and schedule the
trip.
Best regards.

MRB
<Apple -- Letter to Boutrous -- 11-7.PDF>

This message may contain confidential and privileged information. If it has been sent to you in
error, please reply to advise the sender of the error and then immediately delete this message.

5

BROMWICH EXHIBIT Y

6

BROMWICH EXHIBIT Z

From:
Sent:
To:
Cc:
Subject:

Boutrous Jr., Theodore J. [[e-mail]]
Monday, November 11, 2013 10:48 AM
Michael Bromwich
Nigro, Barry; Cirincione, Maria; Swanson, Daniel G.; Richman, Cynthia
RE: Apple -- Expense Guidelines

Dear Michael:
I am very surprised and disappointed in your email below. I thought that we had set things on a
productive and collaborative path in our call last week and with my follow up list of potential
interviewees (which was much broader and longer than the one I had suggested during the cordial
November 6 call). During our call, I specifically noted that the week of November 18 might not be
feasible or convenient and suggested that the week of December 2 (the week after the intervening
Thanksgiving holiday week) might work well. When I then followed up and proposed December 2,
you responded in your November 7 email that you would be in Europe the week of December 2 and
had some other scheduling conflicts that week and the week of December 9. I then simply wrote back
and asked if you could reshuffle your schedule so that we could make the December 9 timeframe
work.
Your response below was not in the spirit of our efforts and offer to host you at Apple
headquarters for a full slate of interviews and provide other information well in advance of the date on
which your review of the new compliance and training programs is to commence under the Final
Judgment (January 14). As set forth in my October 31 letter, Judge Cote and the Final Judgment could
not have been clearer regarding the timing and scope of your review and the need to avoid unduly
intruding on Apple’s business operations. The Final Judgment is also clear that any “interview [is] to
be subject to the reasonable convenience of such personnel….” Final Judgment at VI.G.1. Contrary to
your suggestions below, and as Apple’s General Counsel Bruce Sewell made clear in his letter to you
and I emphasized when we spoke and in my letter to you and in my conversations with the Justice
Department and States on these issues, Apple takes its obligations and responsibilities under the Final
Judgment very seriously. To that end, and among the other things it is doing on this front, Apple has
made a reasonable proposal regarding the requested interviews and for working collaboratively and
productively with you. Under the circumstances, your demands and approach are unreasonable,
unnecessary and unwarranted, and go well beyond the scope of the Final Judgment and Judge Cote’s
guidance.
Ted

Theodore J. Boutrous Jr.

GIBSON DUNN
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue, Los Angeles, CA 90071-3197
Tel [phone] • Fax [phone]
[e-mail] • www.gibsondunn.com

1

BROMWICH EXHIBIT Z
From: Michael Bromwich [mailto:[e-mail]]
Sent: Saturday, November 09, 2013 2:48 PM
To: Boutrous Jr., Theodore J.
Cc: Nigro, Barry; Cirincione, Maria; Swanson, Daniel G.; Richman, Cynthia; [e-mail]
Subject: Re: Apple -- Expense Guidelines

Ted,
This is a very disappointing response, and very much at odds with what my understanding was during
and after our call last Wednesday. The company was put on notice on October 22 that we intended to
make our initial visit the week of November 18. Your response suggests that our request was not -and is not -- taken seriously by the company. Apple is a can-do company, and I am confident that
they can pull this together. If they maintain that they cannot, that suggests to me that they do not
take its obligations and my responsibilities under the Final Judgment very seriously. The questions
below need only be answered if the company maintains that that it unable to comply with our request
for a series of interviews and meetings the week of November 18.
Please advise which of the 15 people (Sewell, Moyer, Levoff, Vetter, Andeer, Said, Persamperi, Moerer,
McDonald, Cook, Schiller, Cue) identified in your e-mail and my response are unavailable for as little
as an hour any day the week of November 18 (Monday through Friday). Be prepared to support any
representations concerning their unavailability with detailed copies of their schedules for that entire
week.
Please confirm that contact has been made with the 2-3 Board members identified in my e-mail who
appear to work in the vicinity of Apple's headquarters, and that they are also unavailable for a
meeting/interview of similar length.
Please advise which of the subjects identified in my recent e-mail cannot be addressed in a
presentation/discussion (with almost two weeks notice) and why that is the case.
I remain willing to upend my schedule and make the trip this coming week rather than the week of
November 18 if that will mean the company is better able to comply with our quite reasonable
requests. I am not prepared to drag things out any longer than that.
Thanks.

MRB
On Sat, Nov 9, 2013 at 4:01 PM, Boutrous Jr., Theodore J. <[e-mail]> wrote:

Michael:
I have now heard back and, unfortunately, that week is very bad in terms of scheduling.
I know you will be out of the country the week of December 2, but we would very much appreciate it if
you could work on your scheduling conflicts the week of December 9 and make the trip that week.
Apple will be able to have a full slate of interviewees for you to meet with that week along the lines of
my prior email and the new ACO will have had time to get acclimated and up and running. This will
get things off to a strong start and would be much better from the standpoints of efficiency and
effectiveness. It doesn’t make sense to have you fly all the way to California only to meet with a few
2

BROMWICH EXHIBIT Z

people the week of November 18. In the meantime, we can start getting you some of the information
you have requested. We are also working on a new confidentiality arrangement based on the protective
order. Can we make this work?

Theodore J. Boutrous Jr.

GIBSON DUNN
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue, Los Angeles, CA 90071-3197
Tel [phone] • Fax [phone]
[e-mail] • www.gibsondunn.com

From: Michael R. Bromwich [mailto:[e-mail]]
Sent: Saturday, November 09, 2013 11:30 AM
To: Boutrous Jr., Theodore J.
Cc: Nigro, Barry; Cirincione, Maria; Swanson, Daniel G.; Richman, Cynthia; [e-mail]
Subject: Re: Apple -- Expense Guidelines

Thanks, Ted. We appreciate it. We will plan to fly in late Sunday and be ready to go first thing Monday
morning unless a Tuesday start would be significantly better for the company.

Also, we would be grateful for any of the materials we originally requested October 22.
Best.

MRB

On Nov 9, 2013, at 2:13 PM, "Boutrous Jr., Theodore J." <[e-mail]> wrote:

Checking to see what can be pulled together for that week Will report back

Theodore J. Boutrous Jr.

GIBSON DUNN
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue, Los Angeles, CA 90071-3197
Tel [phone] • Fax [phone]
[e-mail] • www.gibsondunn.com

3

BROMWICH EXHIBIT Z
From: Michael Bromwich [mailto:[e-mail]]
Sent: Thursday, November 07, 2013 12:58 PM
To: Boutrous Jr., Theodore J.
Cc: Nigro, Barry; Cirincione, Maria; Swanson, Daniel G.
Subject: Re: Apple -- Expense Guidelines

Thanks, Ted. Let's keep trying for the week of November 18. The following two weeks
are bad for me -- I'm out of the country and otherwise committed the week of December
2 and have some real scheduling difficulties the following week as well. And then we're
into the holidays when we can expect people to be traveling everywhere.
We have always understood that we would not be able to grab everyone we would like to
meet or interview the week of the 18th, but let's resolve to do the best we can. The list
you have generated is an excellent start.
In addition to the people on this list, all of whom we want to meet/interview either the
week of the 18th or at some point soon thereafter, we would like to interview/meet Tim
Cook, Phil Schiller, and Eddie Cue. If there are other Senior VPs who touch antitrustrelated issues in a meaningful way, we would like to add them to the list as well.
In addition, we would be very interested in gathering information while we are out there
on the following.
1. A discussion of the overall compliance structure at Apple -- spheres of responsibility,
reporting structure, and personnel involved in compliance.
2. Overview of the compliance activities that were commenced after the Final
Judgment, as referred to in Bruce Sewell's November 4 letter.
3. Overview of the structure and operation of the Risk Management Committee.
4. Overview of the role of the Audit Committee in compliance
5. Overview of the evaluative tools -- e.g., outside audits and reviews -- currently used to
review and monitor the compliance program.
6. Discussion of the tools and methods currently used within the company to promote
compliance.
7. Structure for reporting and investigating suspected compliance violations (antitrust
and other issues).
8. Existing system for imposing discipline on company personnel who violate
compliance policies.
9. Mechanisms for reporting compliance violations and preventing retaliation.
These are just a few ideas about topics that I have found very worthwhile to explore at
the outset of monitoring. I will leave to Apple which of these it wants to take up the
week of 11/18 and which it would prefer to defer until our next trip -- realistically,
4

BROMWICH EXHIBIT Z
probably in early January. I am open to interviewing people who are the most
knowledgeable on these subjects, or receiving presentations, which can then be later
followed up on with interviews. I want to be as flexible as possible about this, but I have
no doubt we will be able to usefully fill 2-3 days the week of 11/18.
We would also very much ask for the company's assistance in arranging interviews with
its Board members. In addition to Mr. Cook, I note that Mr. Levenson and Mr.
Campbell, both of whom are members of the Audit Committee, are based in Mountain
View (Campbell) and South San Francisco (Levenson). My understanding is that Mr.
Gore either lives of frequently visits Northern California. If one or more of these outside
directors are available the week of the 18th, we would very much like to meet with them.
Thanks very much for your continued assistance and cooperation on this.
Best.

MRB

On Thu, Nov 7, 2013 at 3:16 PM, Boutrous Jr., Theodore J. <[e-mail]>
wrote:
Thank you Michael. I look forward to reviewing this and very much appreciated our call
yesterday. The week of November 18 is looking bad from a scheduling standpoint (including
because the new Antitrust Compliance Officer will be officially starting work that week and a
number of other folks will be traveling), so we would like to propose the week of December 2. I
am still working to confirm, but interviewees could potentially include:

Bruce Sewell, Senior Vice President, General Counsel, and Secretary Member of Management
Risk Oversight Committee
Tom Moyer, Chief Compliance Officer and Head of Global Security
Gene Levoff, Senior Director, Associate General Counsel - Corporate Law and Assistant
Secretary, Legal Counsel to Audit and Nominating and Corporate Governance Committee,
Liaison to Board of Directors, Counsel Risk Management Committee
Doug Vetter, Vice President, Associate General Counsel Product Law and Assistant Secretary.
Assumed responsibility in July 2013 for legal groups supporting hardware, software, and iTunes
(including App Store and iBooks Store).
Kyle Andeer, Senior Director, Competition Law & Policy
Deena Said, Antitrust Compliance Officer
Annie Persamperi, Legal Counsel, iBooks Store
5

BROMWICH EXHIBIT Z
Keith Moerer, Director, iTunes content
Rob McDonald, Head of iBooks Store for the United States

I hope we can work together to make this a productive first trip for you to Apple and sets us on a
joint path to achieving the objectives of this effort.
Ted
Sent from my iPad

On Nov 7, 2013, at 1:00 PM, "Michael Bromwich" <[e-mail]>
wrote:
Dear Ted,
As promised during our call yesterday afternoon, attached please find a
letter that sets forth the items included in Apple's expense policies that we
feel comfortable signing on to. As you will see, we have no objection to
agreeing to follow those polices that don't raise independence concerns or
otherwise seem inappropriate. Please let us know if you have any
questions or need to discuss any of the specific items.
Again, I want to thank you for the very productive discussion we had
yesterday. We look forward to receiving the list of people and groups the
company is proposing we meet and/or interview the week of November 18
so we can reach closure on the issue as soon as possible and schedule the
trip.
Best regards.

MRB
<Apple -- Letter to Boutrous -- 11-7.PDF>

This message may contain confidential and privileged information. If it has been sent to you in
error, please reply to advise the sender of the error and then immediately delete this message.

6