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`2:12-md-02311-MOB-MKM DOC # 1254-4 Filed O3/ll/16 Pg 1 of 11
`Pg ID 21584
`
`
`
`EXHIBIT 3
`
`EXHIBIT 3
`
`

`
`2:12-md-02311-MOB-MKM Doc # 1254-4 Filed 03/11/16 Pg 2 of 11 Pg ID 21585
`
`
`
`Sheldon H. Klein
`248 258 1414
`klein@butzel.com
`
`Stoneridge West
`41000 Woodward Avenue
`Bloomfield Hills, Michigan 48304
`T: 248 258 1616 F: 248 258 1439
`butzel.com
`
`
`November 24, 2015
`
`
`
`In re Automotive Parts Antitrust Litigation., 2:12-md-02311
`
`VIA EMAIL
`Colin Kass
`PROSKAUER ROSE LLP
`1001 Pennsylvania Avenue, N.W.
`Suite 600 South
`Washington, DC 20004-2533
`
` Re:
`
`Dear Colin:
`
`
`We write on behalf of the Parties 1 in response to the Specified Subpoenaed Entities ’ (the
`“SSE”s)2 letter dated October 29, 2015 (the
`“October Letter ”). As you know, the class
`certification schedule in this litigation requires that opening briefs be filed within the next ten
`months for three separate part 3 cases (the “Lead Three” cases). With this deadline in mind, the
`Parties have endeavored to significantly narrow the scope of the Subpoena4 in an effort to reach a
`timely compromise and advance this process expeditiously. Our proposal is narrowly tailored to
`seek information that is highly relevant to class certification while minimizing the burden
`imposed on the SSEs. We ask that you carefully consider this proposal and engage us in a
`meaningful discussion regarding these matters so that we can proceed to a prompt resolution.
`
`1.
`
`
`Prioritization
`
`The Parties, with input from their economic experts, have significantly narrowed the
`scope of the Subpoena. Below please find a chart setting forth a narrowed set of requests the
`
`
`1The serving parties, herein the “Parties,” “we,” or “our,” include: End Payor Plaintiffs (EPPs); Auto Dealer
`Plaintiffs (ADPs); Truck and Equipment Dealer Plaintiffs (TEDPs); the State of Florida; the State of Indiana; and
`Defendants in all actions. However please note not all parties join all requests.
`2 The term “SSEs,” “you,” or “your,” refers to those subpoenaed entities that joined the October Letter.
`3 Wire Harnesses, Bearings, and Anti-Vibrational Rubber Parts.
`4 The term “Subpoena” refers to those subpoenas served on the SSEs by the Parties across all product tracks within
`the MDL (No. 2:12-md-02311).
`
`
`
`

`
`2:12-md-02311-MOB-MKM Doc # 1254-4 Filed 03/11/16 Pg 3 of 11 Pg ID 21586
`
`“Narrow
`
`
`Colin Kass
`PROSKAUER ROSE LLP
`November 24, 2015
`
`
`
`Parties consider essential in connection with upcoming class certification motions (the
`Requests”). The Parties are willing to hold all other requests in abeyance.5
`
`
`The information sought in the Narrow Requests includes both transactional and non-
`transactional data. We do not agree with your assertion that documents other than transactional
`data are “unlikely to produce material, non-duplicative information. ” October Letter, at 8. As
`explained in greater detail below, SSEs are “uniquely in possession” of key documents which are
`highly material to the Parties’ claims and defenses.
`
`Nevertheless, in order to significantly reduce the burden imposed by requests that seek
`non-transactional data,6 we have expressly narrowed several of those requests so that, if it is less
`’
`burdensome to the SSEs to do so, they may exclude information that is already in the Parties
`possession. In addition, we reiterate our suggestion that, to the extent it is less burdensome to do
`so, SSEs first produce documents concerning procurement of parts concerning the parts at issue
`in the Lead Three cases, which will be considered for class certification in 2016.
`
`
`Narrow Requests
`
`Narrow
`Requests
`1(e)-(f)7;
`1(g);
`1(l);
`14(c);
`28 (last two
`sentences);
`30;
`33 (comparing
`the same
`components
`made by
`different
`suppliers)
`
`Example of Type of Information Sought
`Pricing Decisions and Negotiations
`
`
`
`Parties seek information to determine how OEMs
`negotiate and affect the pricing of parts. Information
`potentially relevant to this inquiry includes, but is not
`limited to, information regarding the RFQ process for
`each part. For example, documents showing how a
`“target” price for an RFQ was determined; documents
`showing and describing the negotiation process for
`RFQs; documents showing the criteria for awarding
`an RFQ.
`
`Category
`Injury, if any, to
`OEMs
`
`This information is
`relevant to
`determining what
`overcharge, if any,
`was borne by OEMs.
`
`
`5 The term “abeyance” in this letter means that the Parties would not seek further production except for substantial
`cause.
`6 Since we do not have specific information about the systems and practices of particular SSEs, we assume for
`present purposes that non-transactional information may be more burdensome to produce than transactional data.
`However, we believe that is a broad generalization that does not always apply. For example, we understand that
`some SSEs maintain RFPs, responses and related communications in electronic databases.
`7 References to subparts of requests incorporate the introductory clause(s).
`
`
`
`page 2
`
`

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`2:12-md-02311-MOB-MKM Doc # 1254-4 Filed 03/11/16 Pg 4 of 11 Pg ID 21587
`
`
`Colin Kass
`PROSKAUER ROSE LLP
`November 24, 2015
`
`Cost-down Reductions
`
`Parties seek information regarding cost reductions
`which occur after an RFQ is awarded. This
`information includes, but is not limited to, information
`regarding post award price changes, including due to
`design changes, changes in volume or production
`location, annual price reductions, long term cost-
`cutting initiatives, or any regular processes for
`adjusting post-RFQ pricing.
`Transactional Data (Purchases)
`
`Parties seek information to determine the net price
`paid (i.e., including the terms and conditions of each
`purchase) for parts by OEMs. Information which is
`potentially relevant to this inquiry includes, but is not
`limited to, any adjustment made to the purchase prices
`(e.g., rebates, credits, and discounts), taxes, financing,
`and shipping and freight costs.
`Agreements and Terms with Suppliers
`
`Parties seek documents showing agreements reached
`with parts suppliers. These documents may include,
`but are not limited to, Memoranda of Understanding,
`Master Purchasing Agreements, Component
`Purchasing Agreements, Long Term Agreements and
`Purchase Orders and standard Purchase Order terms
`and conditions, as they may be modified in particular
`instances.
`Transactional Data (Sales)
`
`
`Parties seek information regarding terms of sale of
`OEM vehicles, including, but not limited to, the
`invoice price of a vehicle, any adjustments to the
`invoice price (e.g., rebates, credits, and discounts),
`taxes, floor plan financing, bill of materials and input
`costs, and shipping and freight costs. In addition,
`
`1(g) and
`23(2)
`
`
`1(a)-(d)
`
`3
`
`4(a)1-2,
`4(a)3(a)-
`(e);4(a)3(h),
`(j); 4(a)3(k);
`4(a)4;
`4(a)(7);
`4(a)8;
`4(a)(12) (if in
`
`page 3
`
`
`
`Injury, if any, to OEMs
`
`This information is
`relevant to determining
`what overcharge, if
`any, was borne by
`OEMs.
`
`Injury, if any, to OEMs
`
`This information is
`relevant to determining
`what overcharge, if
`any, was borne by
`OEMs.
`
`Injury, if any, to OEMs
`
`This information is
`relevant to determining
`what overcharge, if
`any, was borne by
`OEMs.
`
`Injury, if any, to
`ADPs and TEDPs
`
`This information is
`relevant to
`determining what
`alleged overcharge, if
`any, was borne by
`ADPs and TEDPs.
`
`
`
`

`
`2:12-md-02311-MOB-MKM Doc # 1254-4 Filed 03/11/16 Pg 5 of 11 Pg ID 21588
`
`data field);
`4(a)13;
`4(e);
`4(j); and
`5
`
`1(f);
`4(h);
`13a;
`15; and
`22
`
`1(m);
`13b; and
`16
`
`
`
`Colin Kass
`PROSKAUER ROSE LLP
`November 24, 2015
`
`
`
`parties also seek information regarding OEMs’ profit
`margins.
`
`Vehicle Pricing Practices
`
`Parties seek information regarding how OEMs price
`their vehicles. Information which is potentially
`relevant to this inquiry includes, but is not limited to,
`policies regarding MSRP, “sticker” or invoice prices,
`documents showing the effect of competitors’ vehicle
`pricing, documents showing whether, and if so how,
`changes in input costs affect MSRP, “sticker” or
`invoice prices.
`Effects of Component Parts Prices to Vehicles Prices
`
`
`
`Parties seek information which will enable them to
`track a component part after it is installed in a vehicle,
`and its effect, if any, on the price of the vehicle.
`Information which is potentially relevant to this
`request includes, but is not limited to, efforts to track
`each part after it has been installed in a vehicle. In
`addition, any studies regarding how the cost of
`component parts is calculated, or otherwise influences,
`the ultimate price of a vehicle.
`It is also important for our experts to be able to obtain
`data that links component parts to the vehicle or
`models in which they are installed.
`
`Injury, if any, to ADPs,
`TEDPs, and to End-
`Purchasers
`
`This information is
`relevant to determining
`what alleged
`overcharge, if any, was
`borne by ADPs,
`TEDPs, and End-
`Purchasers.
`Injury, if any, to ADPs
`and TEDPs
`
`This information is
`relevant to determining
`what alleged
`overcharge, if any, was
`borne by ADPs and
`TEDPs.
`
`
`
`page 4
`
`

`
`2:12-md-02311-MOB-MKM Doc # 1254-4 Filed 03/11/16 Pg 6 of 11 Pg ID 21589
`
`
`Colin Kass
`PROSKAUER ROSE LLP
`November 24, 2015
`
`Sales to End-Purchasers
`
`Parties seek information regarding the terms of the
`sale of the new vehicles to End Purchasers.
`Information potentially relevant to this inquiry
`includes, but is not limited to, the terms and conditions
`of the sale of the vehicle (including, but not limited to,
`the nominal unit price of the vehicle, trade in credit
`versus trade in value, financing terms, rebates, add-
`ons, etc.).
`
`
`4(b)1;
`4(b) 2(a)-(e);
`and
`34
`
`27
`
`
`
`
`Injury, if any, to End
`Purchasers
`
`This information is
`relevant to determining
`what alleged
`overcharge, if any, was
`borne by End
`Purchasers.
`
`Documents previously
`produced by SSEs to
`regulatory authorities
`
`This information, to the
`extent it is already
`compiled, would relieve
`any burden regarding
`new search and
`production for the same
`data.
`
`
`
`318
`
`Plaintiffs seek information regarding communications
`between OEMs and suppliers regarding the conduct
`alleged in this MDL to understand the conspiracy and
`how it affected and was viewed by the victims
`Defendants identified in their plea agreements.
`
`Documents concerning
`discussions with
`Defendants and other
`suppliers regarding the
`conspiratorial conduct
`alleged in this MDL.
`
`8 Defendants object to Request 31 on the ground that it seeks documents which Defendants believe are protected by
`the settlement-communications privilege. See Goodyear Tire & Rubber Co. v. Chiles Power Supply, Inc., 332 F.3d
`976 (6th Cir. 2003); PVMI Int3d 976 (6th Cir. 2 , No. 13-14775, slip op. at 2 (E.D. Mich. June 22, 2015) (quoting
`Graff v. Haverhill North Coke Co. , 2012 WL 5495514, at *32 (S.D. Ohio Nov. 13, 2012)); see also Snap-On Bus.
`Solutions, Inc. v. Hyundai Motor Am., 2011 WL 6957594, at *1 n.2 (N.D. Ohio Feb. 3, 2011). Plaintiffs believe that
`the documents are not privileged and are discoverable. State v. Little River Band of Ottawa Indians
`, 2007 WL
`851282, at *2 (W.D. Mich. 2007); see also Goodyear, 332 F.3d at 980; Transportation Alliance Bank, Inc. v. Arrow
`Trucking Co., 2011 WL 4964034, at * 1 (N.D. Oklahoma 2011).
`
`
`
`
`page 5
`
`

`
`2:12-md-02311-MOB-MKM Doc # 1254-4 Filed 03/11/16 Pg 7 of 11 Pg ID 21590
`
`
`Colin Kass
`PROSKAUER ROSE LLP
`November 24, 2015
`
`
`
`Non-manufacturing, or “Non-OEM,” SSEs
`
`
`2.
`
`
`The Narrow Requests no longer include most of the requests seeking information likely
`to be maintained by non-manufacturing SSEs. That said, only individual SSEs can speak to their
`own ability to provide the information sought in the Narrow Requests. At this point, we request
`“non-OEM SSEs” are not in possession of any information
`that SSEs inform us which, if any,
`“non-OEM SSE” certify that it does not have
`responsive to the Narrow Requests. Should any
`any such responsive information, requests to that SSE will be held in abeyance.
`
`
`However, certain requests seeking information from finance and credit entities remain a
`’ position
`priority for Defendants and End-Payors because they bear directly on Defendants
`regarding the impact of dealer and consumer financing terms on questions of impact and injury.
`
`3.
`
`
`Smaller OEMs
`
`SSEs suggest that the Subpoena be withdrawn or held in abeyance for any OEM whose
`sales constitute less than 5% of the U.S. Vehicle Sales market. We cannot agree to an arbitrary
`5% market share cut-off. 5% equates to approximately 750,000 vehicles per year, which is far
`from a “small” OEM. The U.S. Vehicle Sales market is highly competitive and most OEMs
`See, e.g., THE WALL
`operating within that market do not have more than a 5% market share.
`STREET
`JOURNAL, http://online.wsj.com/mdc/public/page/2_3022-autosales.html#autosalesA
`(last visited Nov. 7, 2015). For example, in 2014, approximately thirty OEMs accounted for all
`U.S. Vehicle Sales. See id. Of those, twenty-four had less than a 5% market share.
`See id.
`Moreover, SSEs’ proposal does not account for the fact that OEMs’ market shares varied over the
`relevant time period.
`
`An arbitrary 5% cut-off would also exclude OEMs highly relevant to this litigation.
`Under SSEs’ proposal, the subpoenas served on all Subaru, Hyundai and Kia entities – which in
`the aggregate constitute more than 10% of the market – would have to be withdrawn or held in
`abeyance. See id. (indicating that in 2014 Hyundai had 4.4% market share; Kia had 3.6% market
`share; and Subaru had 3.2% market share). However, each of those OEMs is mentioned in at
`least one Department of Justice Press Release regarding the sale of price-fixed component parts.
`See, e.g., The U.S. Dept. of Justice,
`http://www.justice.gov/archive/justice-news-archive.html
`(last visited Nov. 7, 2015).
`
`Nevertheless, the Parties are mindful of striking a balance between the discovery of
`highly relevant information and minimizing burden for third parties. Accordingly, we propose
`holding in abeyance the subpoenas for the following SSEs: Rolls-Royce Motors Cars NA, LLC;
`and Maserati N.A., Inc.
`
`
`
`page 6
`
`

`
`2:12-md-02311-MOB-MKM Doc # 1254-4 Filed 03/11/16 Pg 8 of 11 Pg ID 21591
`
`
`Colin Kass
`PROSKAUER ROSE LLP
`November 24, 2015
`
`
`
`
`4.
`
`Foreign OEMs
`
`“as limited to seeking
`The Parties do not agree that the Subpoena should be construed
`information in the possession of the specific subpoenaed entity relating to the purchase of
`”
`relevant components in the United States for vehicles sold to dealers in the United States.
`October Letter, at 4. In an effort to move forward in a productive and efficient manner, we agree
`’
`that the Subpoena seeks only the production of documents and data that are within the SSEs
`possession, custody and/or control, but we do not agree to exclude data or documents based on
`geographic location of part purchase, manufacture, assembly, or sale.
`
`5.
`
`Purchasing Data
`
`’ possession and we reject
`Critical pieces of purchasing data are solely within the SSEs
`’ purchasing data
`any assertions to the contrary. First, the Parties do not have access to SSEs
`from non-Defendant suppliers. Second, component suppliers ’ data generally do not include the
`OEMs’ part numbers, which are critical to any analysis of the transaction data.
`
`“[non-defendant] suppliers are unlikely to constitute a
`In your letter, you state that
`substantial portion of the market and would not be an appropriate benchmark for any pricing
`model.” October Letter, at 4. This is incorrect. In the case of certain relevant component parts,
`including among the Lead Three cases, certain parties believe there are OEMs that were not
`supplied by any of the named Defendants. Likewise, we believe that there are suppliers for most
`of the relevant component parts that are not among the named Defendants. In any event, we
`believe that the Parties ’ economic experts are in the best position to comment on whether non-
`Defendant suppliers can serve as an appropriate benchmark for any pricing model. Furthermore,
`this requires analysis that cannot be done without looking at the underlying data – data uniquely
`in the possession of OEMs, including the SSEs.
`
`
`Lastly, the Parties note that, at least with respect to transactional data, it is unlikely to be
`more burdensome for SSEs to produce information for both non-Defendant suppliers and
`Defendant suppliers together than to produce information for non-Defendant suppliers alone. In
`fact, it is likely less burdensome to produce information for both Defendant and non-Defendant
`e.g.,
`suppliers together given that efforts to narrow the production would not be necessary (
`selective production, redaction, etc.). SSEs should therefore agree to produce their purchasing
`data from both Defendant and non-Defendant suppliers.
`
`6.
`
`RFQ Documents
`
`’
`“RFQ”) documents and other documents evidencing SSEs
`Request for quotation (
`upstream purchases are highly relevant to this litigation and often “uniquely in your possession”
`“target prices, ”
`(including, but not limited to, documents containing information regarding
`internal discussions regarding an RFQ, the internal approval process for an RFQ, the number and
`
`
`
`page 7
`
`

`
`2:12-md-02311-MOB-MKM Doc # 1254-4 Filed 03/11/16 Pg 9 of 11 Pg ID 21592
`
`
`Colin Kass
`PROSKAUER ROSE LLP
`November 24, 2015
`
`
`
`identity of suppliers receiving a given RFQ and submitting bids for a part in response, the
`internal guidelines that SSEs used to evaluate and pick a winning bidder, and the motivations
`behind any post-award price and specification adjustments). Such information is highly relevant
`to determining whether there was an overcharge, and, if so, its size.
`
`You note that Direct Purchaser Plaintiffs ( “DPPs”) have not joined the Subpoena. First,
`DPPs are not parties in two-thirds of the product tracks in the MDL. Second, the fact that DPPs
`’ obligations under the Subpoena. The
`have not joined the Subpoena is irrelevant to the SSEs
`information sought in the Subpoena is necessary for the litigation of the EPPs, ADPs, TEDPs,
`’s cases regardless of whether DPPs join the
`the State of Florida, and the State of Indiana
`Subpoena or not. It is also critical to the defenses of Defendants across all parts cases.
`
`Nevertheless, as stated above, the Parties are mindful of striking a balance between
`discovery of highly relevant information and minimizing the burden for the SSEs. Accordingly,
`to the extent it is less burdensome, the Parties are willing to accept an initial production of RFQ
`documents relevant to the Lead Three cases, which are scheduled to go through the class
`i.e., those related to the following three component parts: Wire
`certification process first,
`Harness Products, Bearings, and Anti-Vibrational Rubber Parts. We are willing to discuss an
`appropriate staggered schedule for the production of RFQ documents with respect to all other
`component parts in light of the procedural postures of those cases.
`
`7.
`
`Sales Data
`
`The Master has not ruled on production of sales data from OEMs. Retail-level sales data
`will be used by End-Payors to evaluate damages and by Defendants to assert a pass-on defense.
`Without detailed sales data, experts will not be able to effectively isolate the effects that a change
`in a particular component ’s price had on a vehicle ’s price from that of any other component at
`issue in the MDL. This is information of which only OEMs are in possession. SSEs ’ contention
`that experts can control various “downstream” related factors by using publicly available, macro-
`economic indicators ignores the nature of this MDL.
`
`8.
`
`Replacement Parts
`
`All Plaintiffs have agreed that they will not pursue claims for replacement parts.
`Accordingly, we confirm that Exhibit B to the Subpoena is withdrawn.
`
`9.
`
`Time Period
`
`The temporal scope of the Subpoena cannot be narrowed as you suggest. The Parties are
`bound by the allegations in the operative complaints describing the length of the conspiracy and
`therefore cannot agree to a narrower time period. In order to advance your argument, you rely
`on a Model Discovery Order that is not an order in this case. The Court has entered various
`Stipulations and Orders Regarding Production of Electronically Stored Information and Hard
`
`
`
`page 8
`
`

`
`2:12-md-02311-MOB-MKM Doc # 1254-4 Filed 03/11/16 Pg 10 of 11 Pg ID 21593
`
`Colin Kass
`PROSKAUER ROSE LLP
`November 24, 2015
`
`
`
`See Stipulation and Order Regarding
`Copy Documents in the parts cases in this MDL.
`Production of Electronically Stored Information and Hard Copy Documents (12-cv-100; ECF
`No. 114) (Nov. 15, 2012); (12-cv-200; ECF No. 34) (Sept. 25, 2012); (12-cv-300; ECF No. 33)
`(Sept. 25, 2012); (12-cv-400; ECF No. 29) (Sept. 25, 2012); (12-cv-500; ECF No. 87) (Mar. 13,
`2013); (12-cv-600, ECF No. 78) (Mar. 13, 2013). None of these orders preclude a party from
`seeking information created more than five years before the filing of the lawsuit. See id.
`
`10.
`
`Costs
`
`As the Parties have stated several times, most recently in our October 14, 2015
`correspondence, we are available to discuss, with each SSE, whatever cost-sharing may be
`appropriate once each SSE has had an opportunity to determine what responsive information is
`in its possession and what reasonable costs will be associated with its production. However,
`none of the SSEs have presented the Parties with this information to date. Your assertion that
`“advance the ball” is without merit, as
`our failure to indicate our position on this issue does not
`we are unable to engage in a productive conversation about costs or present a proposal without
`the requisite information from each SSE. Notably, courts have held that it is the burden of
`subpoenaed entities to present a cost estimate before it can be determined whether the expense is
`significant enough to warrant cost-shifting. See United States v. Blue Cross Blue Shield of
`Michigan, No. 10-CV-14155, 2012 WL 4513600 at *7 (E.D. Mich. October 1, 2012) (ordering
`the subpoenaed entities to provide detailed estimates of the reasonable costs that they will incur
`to comply with Plaintiff ’s subpoenas so that the Court can determine whether the costs are
`significant, and if they are, whether any amount should be shifted to Plaintiff). Your suggestion
`that we present a proposal at this time improperly shifts this burden, and the Parties are not in a
`position to do so until each SSE presents this cost-related information.
`
`You also indicate that the SSEs “will not expend time, effort, and resources searching for
`or producing documents absent the Parties’ agreement to fully reimburse [SSEs’] costs.” October
`Letter, at 9. Your legal obligation to comply with the Subpoena and produce relevant
`information, however, is not conditioned on guaranteed reimbursement of cost. Cost-shifting
`can be granted by courts, but in doing so the courts take into consideration a variety of factors
`including, but not limited to, the subpoenaed entity’s interest in the outcome of the case, whether
`the subpoenaed entity can more readily bear the cost of production, and whether the litigation is
`of public importance. See id., at *3.
`
`Therefore, your unwillingness to produce, or even search for, responsive documents
`absent an agreement on costs is unreasonable. The Parties ’ contribution to each SSE ’s costs will
`be highly dependent on the results of these searches and productions, and a variety of other
`factors that we cannot ascertain at this time.
`
`In addition, to get a better understanding of what costs may be involved, and to attempt to
`minimize costs and burden, the Parties have requested that the SSEs confirm if they have made
`productions to the DOJ or any other regulatory authorities, and to confirm whether they will
`
`
`
`page 9
`
`

`
`2:12-md-02311-MOB-MKM Doc # 1254-4 Filed 03/11/16 Pg 11 of 11 Pg ID 21594
`
`Colin Kass
`PROSKAUER ROSE LLP
`November 24, 2015
`
`
`
`provide those productions to the Parties. The Parties again request that the SSEs provide this
`information.
`
`To be clear, the Parties are not opposed to reimbursing SSEs ’ reasonable costs associated
`with production, following further discussions about the burden and resources required to collect
`and produce data and documents responsive to the Narrow Requests. However, the case law
`does not permit SSEs to hold up further discussions or document production pending a final
`agreement with the Parties on cost-shifting.
`
`Path Forward
`
`We request that you carefully review our proposal and reply with a document setting out
`areas of agreement and areas where we have reached impasse.
`
`We look forward to your response.
`
`11.
`
`
`
`Sincerely,
`
`BUTZEL LONG
`
`/s/ Sheldon Klein
`
`Sheldon H. Klein
`
`
`SHK:dll
`
`cc (via email): Counsel for all Parties
`
`
`
`page 10