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)

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BROMWICH EXHIBIT AA From: Sent: To: Cc: Subject: Michael Bromwich [michael.bromwich@bromwichgroup.com] Monday, November 11, 2013 11:34 AM Boutrous Jr., Theodore J.; Carroll, Sarah Nigro, Barry; Cirincione, Maria; Swanson, Daniel G.; Richman, Cynthia Re: Apple -- Expense Guidelines Ted, let's see if we can make some progress on a phone call this afternoon rather than exchanging additional e-mails. We don't think a slate of interviews and meetings next week, almost a full month after we identified it as the time we would like to begin our on site work, is at all unreasonable, especially because we have made clear that we will understand if some of the people we want to meet are unavailable next week. I'm hopeful that we can work something out that isn't overly burdensome to the company but that doesn't cause us further delay. I think we can. Please let us know what times this afternoon would work for you. Thanks. MRB On Mon, Nov 11, 2013 at 10:48 AM, Boutrous Jr., Theodore J. <TBoutrous@gibsondunn.com> wrote: 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 1 BROMWICH EXHIBIT AA 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 +1 213.229.7804 • Fax +1 213.229.6804 TBoutrous@gibsondunn.com • www.gibsondunn.com From: Michael Bromwich [mailto:michael.bromwich@bromwichgroup.com] Sent: Saturday, November 09, 2013 2:48 PM To: Boutrous Jr., Theodore J. Cc: Nigro, Barry; Cirincione, Maria; Swanson, Daniel G.; Richman, Cynthia; scarroll@robbinsrussell.com 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. 2 BROMWICH EXHIBIT AA 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. <TBoutrous@gibsondunn.com> 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 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 3 BROMWICH EXHIBIT AA Tel +1 213.229.7804 • Fax +1 213.229.6804 TBoutrous@gibsondunn.com • www.gibsondunn.com From: Michael R. Bromwich [mailto:michael.bromwich@bromwichgroup.com] Sent: Saturday, November 09, 2013 11:30 AM To: Boutrous Jr., Theodore J. Cc: Nigro, Barry; Cirincione, Maria; Swanson, Daniel G.; Richman, Cynthia; scarroll@robbinsrussell.com 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." <TBoutrous@gibsondunn.com> 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 +1 213.229.7804 • Fax +1 213.229.6804 TBoutrous@gibsondunn.com • www.gibsondunn.com From: Michael Bromwich [mailto:michael.bromwich@bromwichgroup.com] 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 4 BROMWICH EXHIBIT AA 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, 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. 5 BROMWICH EXHIBIT AA 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. <TBoutrous@gibsondunn.com> 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. 6 BROMWICH EXHIBIT AA Ted Sent from my iPad On Nov 7, 2013, at 1:00 PM, "Michael Bromwich" <michael.bromwich@bromwichgroup.com> 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. 7 BROMWICH EXHIBIT BB From: Sent: To: Cc: Subject: Boutrous Jr., Theodore J. [TBoutrous@gibsondunn.com] Tuesday, November 12, 2013 4:55 PM Michael R. Bromwich (michael.bromwich@bromwichgroup.com) Nigro, Barry; Cirincione, Maria; Richman, Cynthia; Swanson, Daniel G. Apple Dear Michael: It was good speaking with you yesterday. I have confirmed that Apple would be able to make available for 1-hour intenrviews on Monday November 18 Tom Moyer, who is Chief Compliance Officer and Head of Global Security, and Gene Levoff, who serves as 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, and Counsel to Risk Management Committee. While they would be able to cover many of the topics you have expressed interest in discussing at the outset of your work, we strongly encourage you to hold off and make the trip the week of December 2 or December 9, when Apple can make a fuller slate of folks available to you, including Bruce Sewell, who will be attending the Samsung trial next week, and Deena Said, the new Antitrust Compliance Officer, who will be starting her job at the company and attending new employee orientation next week, along with other relevant members of the legal and business teams mentioned in my prior correspondence. Apple respectfully submits that this will be more efficient and effective in getting you the information you seek and in working together to ensure that the company has comprehensive and effective antitrust compliance and training programs. Regards, Ted 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 CC From: Sent: To: Cc: Subject: Michael Bromwich [michael.bromwich@bromwichgroup.com] Tuesday, November 12, 2013 6:10 PM Boutrous Jr., Theodore J. Nigro, Barry; Cirincione, Maria; Richman, Cynthia; Swanson, Daniel G. Re: Apple Ted, Thanks very much for your timely response and the offer of interviews with Mr. Moyer and Mr. Levoff next Monday, November 18. We accept. We are hopeful that once you advise the company that we will be conducting these interviews on Monday, other people whom we have identified, or whom you have suggested, will become available on Monday, Tuesday, or even Wednesday. I think it is very much in the company's interests for us to meet, if only briefly, those people with whom we will be having the most contact over the next two years. Please let us know whether we should be prepared to conduct the interviews Monday morning or Monday afternoon. Also, we would very much appreciate obtaining the materials we originally requested on October 22, especially those most relevant to Mr. Moyer's and Mr. Levoff's responsibilities, as soon as possible. Please let us know if the company has any suggestions on hotels where we should try to make reservations. Again, thanks very much for your cooperation in this matter. Best regards. MRB On Tue, Nov 12, 2013 at 4:55 PM, Boutrous Jr., Theodore J. <TBoutrous@gibsondunn.com> wrote: Dear Michael: It was good speaking with you yesterday. I have confirmed that Apple would be able to make available for 1-hour intenrviews on Monday November 18 Tom Moyer, who is Chief Compliance Officer and Head of Global Security, and Gene Levoff, who serves as 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, and Counsel to Risk Management Committee. While they would be able to cover many of the topics you have expressed interest in discussing at the outset of your work, we strongly 1 BROMWICH EXHIBIT CC encourage you to hold off and make the trip the week of December 2 or December 9, when Apple can make a fuller slate of folks available to you, including Bruce Sewell, who will be attending the Samsung trial next week, and Deena Said, the new Antitrust Compliance Officer, who will be starting her job at the company and attending new employee orientation next week, along with other relevant members of the legal and business teams mentioned in my prior correspondence. Apple respectfully submits that this will be more efficient and effective in getting you the information you seek and in working together to ensure that the company has comprehensive and effective antitrust compliance and training programs. Regards, Ted 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 DD Subject: Boutrous Jr., Theodore J. [TBoutrous@gibsondunn.com] Wednesday, November 13, 2013 10:03 AM Michael Bromwich Nigro, Barry; Cirincione, Maria; Richman, Cynthia; Swanson, Daniel G.; Matthew J. Reilly (Matt.Reilly@stblaw.com) RE: Apple Follow Up Flag: Flag Status: Follow up Flagged From: Sent: To: Cc: Thanks Michael. Confirmed for Monday morning with Messrs. Moyer and Levoff. I am traveling today but we will get you logistical details (including hotel info) as soon as possible. Apple also plans to get you materials in response to your 10/22 request (adding Matt Reilly who will be coordinating that). Best, Ted Theodore J. Boutrous Jr. GIBSON DUNN Gibson, Dunn & Crutcher LLP 333 South Grand Avenue, Los Angeles, CA 90071-3197 Tel +1 213.229.7804 • Fax +1 213.229.6804 TBoutrous@gibsondunn.com • www.gibsondunn.com From: Michael Bromwich [mailto:michael.bromwich@bromwichgroup.com] Sent: Tuesday, November 12, 2013 3:10 PM To: Boutrous Jr., Theodore J. Cc: Nigro, Barry (Barry.Nigro@friedfrank.com); Cirincione, Maria (Maria.Cirincione@friedfrank.com); Richman, Cynthia; Swanson, Daniel G. Subject: Re: Apple Ted, Thanks very much for your timely response and the offer of interviews with Mr. Moyer and Mr. Levoff next Monday, November 18. We accept. We are hopeful that once you advise the company that we will be conducting these interviews on Monday, other people whom we have identified, or whom you have suggested, will become available on Monday, Tuesday, or even Wednesday. I think it is very much in the company's interests for us to meet, if only briefly, those people with whom we will be having the most contact over the next two years. Please let us know whether we should be prepared to conduct the interviews Monday morning or Monday afternoon. Also, we would very much appreciate obtaining the materials we originally requested on October 22, especially those most relevant to Mr. Moyer's and Mr. Levoff's responsibilities, as soon as possible. Please let us know if the company has any suggestions on hotels where we should try to make reservations. 1 BROMWICH EXHIBIT DD Again, thanks very much for your cooperation in this matter. Best regards. MRB On Tue, Nov 12, 2013 at 4:55 PM, Boutrous Jr., Theodore J. <TBoutrous@gibsondunn.com> wrote: Dear Michael: It was good speaking with you yesterday. I have confirmed that Apple would be able to make available for 1-hour intenrviews on Monday November 18 Tom Moyer, who is Chief Compliance Officer and Head of Global Security, and Gene Levoff, who serves as 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, and Counsel to Risk Management Committee. While they would be able to cover many of the topics you have expressed interest in discussing at the outset of your work, we strongly encourage you to hold off and make the trip the week of December 2 or December 9, when Apple can make a fuller slate of folks available to you, including Bruce Sewell, who will be attending the Samsung trial next week, and Deena Said, the new Antitrust Compliance Officer, who will be starting her job at the company and attending new employee orientation next week, along with other relevant members of the legal and business teams mentioned in my prior correspondence. Apple respectfully submits that this will be more efficient and effective in getting you the information you seek and in working together to ensure that the company has comprehensive and effective antitrust compliance and training programs. Regards, Ted 2 BROMWICH EXHIBIT DD 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 EE From: Sent: To: Cc: Subject: Michael Bromwich [michael.bromwich@bromwichgroup.com] Friday, November 15, 2013 12:51 PM Theodore J. Boutrous Jr. Swanson, Daniel G.; Richman, Cynthia; Nigro, Barry; Cirincione, Maria; Carroll, Sarah; Matthew J. Reilly Apple -- Trip to CA Dear Ted, 1. The hotel you recommended was sold out. We're staying at the Sheraton in Sunnyvale. 2. Our return flight is late afternoon Tuesday. We remain hopeful that you will identify additional people for us to meet Monday or Tuesday. 3. We think it would be useful for us to meet Deena Said if only briefly during our visit. 4. You had mentioned that Bruce Sewell will be attending the Apple-Samsung trial next week. I would be happy to stop by the courthouse and meet him briefly over a cup of coffee at the courthouse on Monday or Tuesday if that's convenient for him. I think it's important that the two of us meet as soon as possible. 5. We were not planning to have a court reporter attend next week's interviews, unless that is your preference. 6. Please advise who, if anyone, will be attending the interviews along with the witnesses. 7. We still have not received any of the written materials we have been promised since October 22. We would appreciate receiving these as soon as possible. Please let me know if you have any questions. MRB 1 BROMWICH EXHIBIT FF From: Sent: To: Cc: Subject: Attachments: Swanson, Daniel G. <DSwanson@gibsondunn.com> Sunday, November 17, 2013 3:11 AM 'Michael Bromwich' Richman, Cynthia; Nigro, Barry; Cirincione, Maria; Carroll, Sarah; Matthew J. Reilly; Boutrous Jr., Theodore J. RE: Apple -- Trip to CA AppleAgenda.docx; ECM Stipulated Protective Order.docx Michael:  Ted is out of pocket today but we wanted to get you a copy of Monday’s agenda.  Matt Reilly will be  in attendance and Ted will dial in as soon as he gets out of a morning court hearing.  Also attached is a draft  protective order reflecting Apple’s changes.       Daniel G. Swanson GIBSON DUNN Gibson, Dunn & Crutcher LLP 333 South Grand Avenue, Los Angeles, CA 90071-3197 Tel +1 213.229.7430 • Fax +1 213.229.6430 Avenue Louise 480, Brussels, 1050 Tel +32 2 554 70 00 • Fax +32 2 554 70 33 DSwanson@gibsondunn.com • www.gibsondunn.com   From: Michael Bromwich [mailto:michael.bromwich@bromwichgroup.com] Sent: Friday, November 15, 2013 9:51 AM To: Boutrous Jr., Theodore J. Cc: Swanson, Daniel G.; Richman, Cynthia; Nigro, Barry; Cirincione, Maria; Carroll, Sarah; Matthew J. Reilly Subject: Apple -- Trip to CA Dear Ted, 1. The hotel you recommended was sold out. We're staying at the Sheraton in Sunnyvale. 2. Our return flight is late afternoon Tuesday. We remain hopeful that you will identify additional people for us to meet Monday or Tuesday. 3. We think it would be useful for us to meet Deena Said if only briefly during our visit. 4. You had mentioned that Bruce Sewell will be attending the Apple-Samsung trial next week. I would be happy to stop by the courthouse and meet him briefly over a cup of coffee at the courthouse on Monday or Tuesday if that's convenient for him. I think it's important that the two of us meet as soon as possible. 5. We were not planning to have a court reporter attend next week's interviews, unless that is your preference. 6. Please advise who, if anyone, will be attending the interviews along with the witnesses. 1 BROMWICH EXHIBIT FF 7. We still have not received any of the written materials we have been promised since October 22. We would appreciate receiving these as soon as possible. Please let me know if you have any questions. MRB 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 FF AGENDA 9:00-9:40: Noreen Krall, Apple Vice President Litigation Confidentiality and Engagement Agreements 10:15-11:15: Tom Moyer, Chief Compliance Officer and Head of Global Security Compliance Program Overview 11:15-12:15: 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, and Counsel to Risk Management Committee. Audit Committee Overview BROMWICH EXHIBIT GG From: Sent: To: Cc: Subject: Michael R. Bromwich [michael.bromwich@bromwichgroup.com] Monday, November 18, 2013 4:30 PM nkrall@apple.com Matthew J. Reilly; Cirincione, Maria Interviews Dear Noreen, It was good to meet you this morning. As Matt will confirm, our interviews of Tom and Gene went very smoothly and were very informative. I am hopeful that you can help facilitate additional meetings/ interviews either this afternoon or tomorrow. Although we are scheduled to depart tomorrow afternoon, we could delay that until Wednesday morning if we are able to schedule some things for tomorrow afternoon. I'm hopeful that we can work out a productive set of meetings and interviews for December 46. Speak to you soon. Best regards. MRB 1 BROMWICH EXHIBIT HH From: Sent: To: Cc: Subject: Noreen Krall [nkrall@apple.com] Monday, November 18, 2013 7:08 PM Michael R. Bromwich Matthew J. Reilly; Cirincione, Maria Re: Interviews Hi Michael, It was nice to meet with you and Maria this morning, and I trust the meetings today have started us down a productive path. Due to preexisting schedule conflicts, I am unable to set up further meetings for tomorrow. However we have already started working on calendar holds for Dec. 4-6. A full agenda will be forthcoming. Best regards, Noreen Sent from my iPhone > On Nov 18, 2013, at 1:30 PM, "Michael R. Bromwich" <michael.bromwich@bromwichgroup.com> wrote: > > Dear Noreen, > > It was good to meet you this morning. As Matt will confirm, our interviews of Tom and Gene went very smoothly and were very informative. I am hopeful that you can help facilitate additional meetings/ interviews either this afternoon or tomorrow. Although we are scheduled to depart tomorrow afternoon, we could delay that until Wednesday morning if we are able to schedule some things for tomorrow afternoon. > > I'm hopeful that we can work out a productive set of meetings and interviews for December 4-6. > > Speak to you soon. > > Best regards. > > MRB 1 BROMWICH EXHIBIT II From: Sent: To: Cc: Subject: Michael Bromwich [michael.bromwich@bromwichgroup.com] Tuesday, November 19, 2013 12:28 PM Matthew J. Reilly; nkrall@apple.com; Theodore J. Boutrous Jr. Cirincione, Maria; Nigro, Barry; Carroll, Sarah Interview Requests I am going to be in New York on Thursday and Friday and would very much like to meet with Andrea Jung of the Apple Board. I am going to be in DC on Monday and would very much like to meet with Ronald Sugar, the Chair of the Audit and Finance Committee. I agree to limit the meetings to an hour so as not to impose on their time. I know they are busy. If they are unavailable those dates, please propose alternative dates. Thanks very much. MRB 1 BROMWICH EXHIBIT JJ From: Sent: To: Cc: Subject: Noreen Krall [nkrall@apple.com] Thursday, November 21, 2013 8:46 AM Michael Bromwich Matthew J. Reilly; Theodore J. Boutrous Jr.; Cirincione, Maria; Nigro, Barry; Carroll, Sarah Re: Interview Requests Michael, We are checking Mr. Sugar's availability to meet with you when you return to California for interviews Dec. 4 6. As I mentioned during our meeting on Monday, Nov. 18, and in my follow up email that same day, a full agenda of meetings and interviews will be forthcoming. Please be patient as we check schedules, we should have something to you by the end of this week. Best regards, Noreen On Nov 21, 2013, at 5:28 AM, Michael Bromwich <michael.bromwich@bromwichgroup.com> wrote: I would appreciate a response. Thank you. MRB On Tue, Nov 19, 2013 at 12:27 PM, Michael Bromwich <michael.bromwich@bromwichgroup.com> wrote: I am going to be in New York on Thursday and Friday and would very much like to meet with Andrea Jung of the Apple Board. I am going to be in DC on Monday and would very much like to meet with Ronald Sugar, the Chair of the Audit and Finance Committee. I agree to limit the meetings to an hour so as not to impose on their time. I know they are busy. If they are unavailable those dates, please propose alternative dates. Thanks very much. MRB Noreen Krall nkrall@apple.com 408-862-5159 Office 408-203-1074 Cell 1 BROMWICH EXHIBIT KK From: Sent: To: Cc: Subject: Attachments: Cirincione, Maria <Maria.Cirincione@friedfrank.com> Friday, November 22, 2013 10:05 PM 'Noreen Krall' 'Michael Bromwich'; Nigro, Barry; Carroll, Sarah; 'Matt.Reilly@stblaw.com'; 'Boutrous Jr., Theodore J.' Apple - Letter to the Board Apple -- Letter to Board of Directors -- 11-22-13.pdf Dear Noreen,    Please see the attached letter from Mr. Bromwich to the Apple Board of Directors.  We request that you  circulate it to them as promptly as possible.  We will separately send it to their business addresses.  Please  advise regarding hardcopy mailing procedures to avoid disclosure to anyone other than the intended Board  member.    A response to your November 21 letter will be forthcoming.    Thank you,    Maria    Maria R. Cirincione maria.cirincione@friedfrank.com | Tel: +1.202.639.7044   Fried, Frank, Harris, Shriver & Jacobson LLP 801 17th St., NW, Washington, DC 20006 friedfrank.com Please consider the environment before printing this email       _______________________ Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient, you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor disclose all or any part of the contents to any other person. Thank you. 1 BROMWICH EXHIBIT KK BROMWICH EXHIBIT KK BROMWICH EXHIBIT KK BROMWICH EXHIBIT KK BROMWICH EXHIBIT KK BROMWICH EXHIBIT LL From: Sent: To: Cc: Subject: Attachments: Reilly, Matt <Matt.Reilly@stblaw.com> Friday, November 22, 2013 10:32 PM 'Michael Bromwich' Nigro, Barry; Carroll, Sarah; 'Boutrous Jr., Theodore J.'; 'Cirincione, Maria'; Arquit, Kevin; 'Noreen Krall'; Reilly, Matt Letter and Confidentiality Agreement Letter from M. Reilly to M. Bromwich 11-22-13.pdf; Confidentiality Agreement.pdf Michael,     Please see the attached letter and confidentiality agreement pursuant to our discussion at Monday’s meeting.     Best,  Matt              1 BROMWICH EXHIBIT LL BROMWICH EXHIBIT LL BROMWICH EXHIBIT LL BROMWICH EXHIBIT LL BROMWICH EXHIBIT LL BROMWICH EXHIBIT MM From: Bruce Sewell <bsewell@apple.com> Date: Mon, Nov 25, 2013 at 3:32 PM Subject: Apple Board of Directors Notification To: michael.bromwich@bromwichgroup.com By E-mail November 25, 2013 Re: External Antitrust Compliance Monitoring Michael R. Bromwich The Bromwich Group LLC 901 New York Avenue, NW 5th Floor Washington, D.C. 20001 Dear Michael, Thank you for your letter of November 22, 2013, to Apple’s Board of Directors, which we have provided electronically to the entire Board. It appears that our letters may have crossed; as set out in our correspondence of November 22, we have now laid out in great detail proposed next steps, including confirming the interviews of approximately a dozen senior Apple witnesses over two-and-a-half days during the first week of December. I hope that we can continue to work cooperatively to conduct those interviews as efficiently and effectively as possible and to address any further requests that you may have. Feel free to contact me with any questions. Sincerely, 1 BROMWICH EXHIBIT MM Bruce Sewell 2 BROMWICH EXHIBIT NN From: Michael Bromwich <michael.bromwich@bromwichgroup.com> Date: Mon, Nov 25, 2013 at 4:16 PM Subject: Re: Apple Board of Directors Notification To: Bruce Sewell <bsewell@apple.com> Dear Bruce, Thanks very much for your note. We are looking forward to meeting with the people identified in Matt Reilly's November 22 letter when we come out to California the week of December 2. Several of the names on the list are not familiar to me (Doug Vetter, Annie Pesampieri), and others on the list are people we've met with but did not request to interview (Kyle Andeer, Noreen Krall). I am hopeful that we will learn in advance the reasons that they are on the list so that we can prepare more efficiently and make the best use of our time with them. We have also asked whether these will be interviews or presentations because that will determine how we staff the trip. I am very sorry that you will not be available to meet with us that week, but I understand we will be speaking with you by phone the week of December 9. I am very much looking forward to it. I'm also hopeful that you can help set up interviews with the other senior executives and Board members we have requested to interview. I think it's very much to the company's advantage to help facilitate those interviews as soon as reasonably possible. Thanks again. Best regards. MRB On Mon, Nov 25, 2013 at 3:32 PM, Bruce Sewell <bsewell@apple.com> wrote: By E-mail November 25, 2013 1 BROMWICH EXHIBIT NN Re: External Antitrust Compliance Monitoring Michael R. Bromwich The Bromwich Group LLC 901 New York Avenue, NW 5th Floor Washington, D.C. 20001 Dear Michael, Thank you for your letter of November 22, 2013, to Apple’s Board of Directors, which we have provided electronically to the entire Board. It appears that our letters may have crossed; as set out in our correspondence of November 22, we have now laid out in great detail proposed next steps, including confirming the interviews of approximately a dozen senior Apple witnesses over two-and-a-half days during the first week of December. I hope that we can continue to work cooperatively to conduct those interviews as efficiently and effectively as possible and to address any further requests that you may have. Feel free to contact me with any questions. Sincerely, Bruce Sewell 2 BROMWICH EXHIBIT OO From: Sent: To: Cc: Subject: Attachments: Cirincione, Maria <Maria.Cirincione@friedfrank.com> Sunday, December 01, 2013 6:52 PM Buterman, Lawrence; Kully, David; McCuaig, Daniel; Sutton, Nathan; gabriel.gervey@texasattorneygeneral.gov; eric.lipman@texasattorneygeneral.gov; joseph.nielsen@ct.gov; Gary.Becker@ct.gov; eric.stock@ag.ny.gov; Robert.Hubbard@ag.ny.gov; 'Noreen Krall'; 'TBoutrous@gibsondunn.com'; 'Matt.Reilly@stblaw.com' michael.bromwich@bromwichgroup.com; Nigro, Barry; Carroll, Sarah Apple Emails.pdf Attached are communications received by Mr. Bromwich following Apple's November 27 filing.   Maria R. Cirincione maria.cirincione@friedfrank.com | Tel: +1.202.639.7044   Fried, Frank, Harris, Shriver & Jacobson LLP 801 17th St., NW, Washington, DC 20006 friedfrank.com Please consider the environment before printing this email       _______________________ Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient, you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor disclose all or any part of the contents to any other person. Thank you. 1 BROMWICH EXHIBIT OO Sunday,(December(1,(2013(5:26:24(PM(Eastern(Standard(Time Subject: apple%case Date: Saturday,%November%30,%2013%12:36:40%PM%Eastern%Standard%Time From: To: j info@bromwichgroup.com WOW Just saw you people want over $1,000 an hour. How do I apply? thanks John Page(1(of(1 BROMWICH EXHIBIT OO Sunday,(December(1,(2013(5:27:10(PM(Eastern(Standard(Time Subject: Piece%of%Shit Date: Saturday,%November%30,%2013%12:17:54%PM%Eastern%Standard%Time From: To: My%Site info@bromwichgroup.com Name:%Steve Email:%Blowme@gmail.com Subject:%Piece%of%Shit Comments: You%are%a%thieving%schiester%piece%of%shit.%There%enough%misery%that%beset you%for%the%rest%of%your%life. Steve%Jobs Page(1(of(1 BROMWICH EXHIBIT OO Sunday,(December(1,(2013(5:27:25(PM(Eastern(Standard(Time Subject: You$make$your$profession$proud! Date: Saturday,$November$30,$2013$12:01:21$PM$Eastern$Standard$Time From: To: My$Site info@bromwichgroup.com Name:$Charles$Rost Email:$chuckrost@aol.com Subject:$You$make$your$profession$proud! Comments: From$Bloomberg$.$.$.$\"Bromwichâ​​s$invoice$for$his$first$two$weeks$of$work was$$138,432,$the$equivalent$of$75$percent$of$a$federal$judgeâ​​s$annual salary$.$.$.$proposed$hourly$fee$of$$1,100\" Never$has$an$\'officer$of$the$court\'$attempted$to$steal$as$much$in$\'one fell$swoop\'$as$you. HUGH$BALLS!$$ABSOLUTELY$HUMONGOUS!!! Congratulations! You$have$reaffirmed$what$everyone$has$always$known. Both$about$you,$and$your$profession. Page(1(of(1 BROMWICH EXHIBIT OO Sunday,(December(1,(2013(5:28:14(PM(Eastern(Standard(Time Subject: Would&like&to&hire&your&firm Date: Saturday,&November&30,&2013&3:48:23&PM&Eastern&Standard&Time From: To: My&Site info@bromwichgroup.com Name:&Gary&Whitley Email:&gary.whitley@gmail.com Subject:&Would&like&to&hire&your&firm Comments: ...never.&You&arrogant&pieces&of&shit.&You&think&we\'re&going&to&hire&your slimy&firm&after&what&sort&of&character&you\'re&truly&showing&with&the&Apple \"victory\"&you&scored.&Honestly.&Pieces&of&shit. Page(1(of(1 BROMWICH EXHIBIT OO From: Leslie Sun <leslie.anointedhope@me.com> Date: November 30, 2013 at 2:59:48 AM GMT To: "mbromwich@goodwinprocter.com" <mbromwich@goodwinprocter.com> No matter how good your resume looks like. It is already tarnished by the back and forth statements you exchanged with Apple. You are just another greedy lawyer. Precisely the character of Dolores Umbridge in Harry Potter. Best Regards, Sun 1 BROMWICH EXHIBIT OO From: Frank Osborn <fosborn@windrunner.biz> Date: November 29, 2013 at 5:56:56 PM GMT To: "mbromwich@goodwinprocter.com" <mbromwich@goodwinprocter.com> Subject: Racket I'm shocked by your extortion racket at Apple. Sent from my iPad 1 BROMWICH EXHIBIT PP From: Sent: To: Cc: Subject: Michael R. Bromwich <michael.bromwich@bromwichgroup.com> Tuesday, December 10, 2013 1:30 PM Matt Reilly barry.nigro@friedfrank.com; maria.cirincione@friedfrank.com; Carroll, Sarah Apple Dear Matt,    Thanks for your assistance in setting up the interviews we conducted last week.  I thought they were constructive and  very helpful in providing some of the necessary background to our work.  They will serve as part of a strong foundation  for the additional work we will be doing.  We also very much appreciate the introduction to Deena Said and look forward  to working with her.     In looking ahead to the next several weeks, I wanted to get the company's and your views on a schedule for the  remainder of December and January that is most efficient and productive.   The holiday season begins soon and will  extend through the end of the year, and we are well aware that Apple's revised antitrust policies and procedures are  due to be completed on January 14.     Please provide a proposal for when it would be convenient for us to schedule our next trip to Cupertino to conduct  additional interviews; it may make sense to do so after January 14, but I wanted to give you the option of having some  of them take place before that time.  Whether or not you elect to have us conduct additional interviews between now  and January 14, I suggest that we spend the some time between now and then focusing on some of the outstanding  document issues we have discussed. If Apple wants, we are available to meet either in Washington or Cupertino before  the 14th, and we certainly are amenable to discussing with you any issues or concerns Apple is encountering as it  finalizes its antitrust policies.    Also, please advise the company that I would welcome the chance to discuss the fee‐related issues at its earliest  convenience to try to put those issues behind us.    Best regards.     MRB    1

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