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`REDACTED
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`UNITED STATES DISTRICT COURT
`
`EASTERN DISTRICT OF MICHIGAN
`
`SOUTHERN DIVISION
`
`In Re: AUTOMOTIVE PARTS
`ANTITRUST LITIGATION
`
`
`12-md-02311
`Honorable Marianne O. Battani
`
`In Re: WIRE HARNESS CASES
`
`
`THIS RELATES TO:
`All Wire Harness Cases
`
`
`2: 12-cv-00100-MOB-MKM
`
`DECLARATION OF LARRY S. GANGNES IN SUPPORT OF CERTAIN
`DEFENDANTS’ OPPOSITION TO DELPHI AUTOMOTIVE SYSTEMS, LLC’S
`MOTION FOR PROTECTIVE ORDER AND CROSS-MOTION TO COMPEL
`DELPHI CONNECTION SYSTEMS US, INC.’S AND DELPHI AUTOMOTIVE
`SYSTEMS, LLC’S COMPLIANCE WITH SUBPOENAS
`
`

`
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`1, Larry S. Gangnes, declare as follows:
`
`1.
`
`I am one of the attorneys representing Defendants Furukawa Electric Co., Ltd.
`
`and American Furukawa, Inc. (collectively, the “Furukawa Defendants”) in this litigation.
`
`1 have
`
`personal knowledge of the facts set forth in this Declaration and am competent to testify thereto.
`
`I make this Declaration pursuant to 28 U.S.C. § 1746 and submit it
`
`in support of Certain
`
`Defendants’ Opposition to Delphi Automotive Systems, LLC’s Motion for Protective Order and
`
`Certain Defendants’ Cross-Motion to Compel Delphi Automotive Systems, LLC’s and Delphi
`
`Connection Systems US, Inc.’s Compliance with Subpoenas.
`
`2.
`
`Delphi Automotive Systems, LLC (“Delphi”),
`
`like the Defendants in this
`
`litigation, is a supplier of certain Wire Harness Products, as that term is defined in Plaintiffs’
`
`complaints, to automaker Original Equipment Manufacturers (“OEM”) and others.
`
`(See Direct
`
`Purchasers’ Consolidated Amended Class Action Complaint, No. 2:12-md—023l1-MOB, ECF
`
`No. 86, 1111 23-27, 101; Automobile Dealers’ Consolidated Class Action Complaint, No. 2: 12-md-
`
`02311-MOB, ECF No. 85, W 86-90, 144 (“Delphi was the third largest maker of Automotive
`
`Wire Harness Systems [in the world] as of 2009.”).) Delphi also regularly purchases certain
`
`Wire Harness Products manufactured or sold by others——including Defendants.
`
`3.
`
`Delphi is a large and sophisticated multi-national company with substantial assets
`
`and resources. The most recent 10-K filed by Delphi’s parent company, Delphi Automotive
`
`PLC, is available on its website (mtp://investordelphi.com/investors/financial-information). The
`
`10-K states:
`
`We are a leading global Vehicle components manufacturer and provide electrical
`and electronic, powertrain and active safety technology solutions to the global
`automotive and commercial vehicle markets. We are one of the largest vehicle
`component manufacturers, and our customers include all 25 of the largest
`automotive original equipment manufacturers (“OEMs”.)
`in the world. We
`operate 126 major manufacturing facilities and 14 major
`technical centers
`
`7093150013/6628270.3
`
`

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`utilizing a regional service model that enables us to efficiently and effectively
`serve our global customers from low cost countries. We have a presence in 44
`countries and have over 19,000 scientists, engineers and technicians focused on
`developing market relevant product solutions for our customers.
`
`The 10-K discloses that Delphi Automotive PLC had $15 billion in sales revenue in each
`
`of the last three years, including net sales revenue of $15.165 billion in 2015, with U.S. sales of
`
`more than $5.5 billion; 2015 operating income of $1.723 billion; and $859 million in cash and
`
`equivalents as of December 31, 2015, with property, plant and equipment in the U.S. valued at
`
`almost $900 million (net of accumulated depreciation).
`
`Delphi Automotive PLC’s
`
`Electrical/Electronic Architecture segment designs, manufactures and sells certain Wire Harness
`
`Products, among other vehicle electrical and ‘electronic components. According to the 10-K, this
`
`segment had net sales revenue of $8.18 billion and adjusted operating income of $1.095 billion
`
`in 2015.
`
`4.
`
`Delphi and several of its affiliates were previously named as defendants in the
`
`Direct Purchaser Plaintiff and Automobile Dealer Plaintiff Actions, but those Plaintiff groups
`
`voluntarily dismissed their claims against the Delphi-affiliated entities without prejudice in mid-
`
`2012.
`
`(See Notices of Voluntary Dismissal, No. 2:12-md—0231l-MOB—MKM, ECF Nos. 130,
`
`133.)
`
`5.
`
`Shortly before those dismissals, I spoke with Delphi’s in-house counsel, Joseph
`
`Papelian, and advised him that the remaining Defendants would likely need discovery from
`
`Delphi. Mr. Papelian indicated that he should be the point of contact for such inquiries. On
`
`April 8, 2014, I sent an email to Mr. Papelian asking to discuss Defendants’ discovery requests
`
`with him. My email is attached hereto as Exhibit A.
`
`6.
`
`Before speaking with Mr. Papelian,
`
`I reviewed his May 21, 2012 letter to
`
`Plaintiffs’ counsel (copied to Defendants’ counsel) regarding Delphi’s production of documents
`
`2
`
`

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`relating to its manufacture and sale of Wire Harness Products to the U.S. Department of Justice
`
`(‘‘Do]’’) in connection with its investigation.
`
`I forwarded Mr. Pape1ian’s May 21, 2012 letter to
`
`him in an April 15, 2014 email, and in a telephone call the next day he and I discussed the
`
`documents Delphi had produced to Do] (“Do] Documents”), Delphi’s agreement to provide its
`
`Do] Documents to Plaintiffs in this litigation, and the additional documents Plaintiffs were
`
`requesting from Do]. He confirmed that Delphi’s production of documents to Do] was quite
`
`limited because Delphi had been instructed by Do] to suspend its production long before it was
`
`completed, as stated in his May 21, 2012 letter. My April 15, 2014 email and Mr. Papelian’s
`
`May 21, 2012 letter to Plaintiffs’ counsel are attached hereto as Exhibit B.
`
`7.
`
`After learning about the limited scope of Delphi’s Do] Document production and
`
`speaking with Defendants’ experts, I forwarded a set of document and data requests to Delphi on
`
`behalf of Defendants in an email to Mr. Papelian on April 22, 2014, which is attached hereto as
`
`Exhibit C.
`
`8.
`
`I sent Mr. Papelian an email on May 16, 2014, summarizing what I understood
`
`from him were the data and documents Delphi had agreed to produce to Plaintiffs, as follows:
`
`(a) Delphi’s Do] Documents and documents requested in Do]’s subpoena that had not been
`
`produced when Do]
`
`told Delphi
`
`to cease production;
`
`(b) documents
`
`regarding the
`
`Delphi/Furukawa joint venture; (c) a summary list of RFQ bids that Delphi or Delphi/Furukawa
`had submitted to Toyota, including the dates, bid prices, and whether Delphi or Delphi/Furukawa
`
`won or lost
`
`the bid;
`
`(d) a summary list of approximately 18 Delphi or Delphi/Furukawa
`
`“programs” with Toyota on which Delphi submitted bids, including fields showing how Delphi’s
`
`bids were put together; and (e) Excel files on several Delphi bids to Toyota that include all
`
`supporting documents and data, such as bills of material (cable, wire harness final assembly,
`
`

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`copper, labor, etc.) costs and other items making up the bid, all of which Delphi had designated
`
`as “Highly Confidential” under the Stipulated Protective Order entered in this litigation. My
`
`May 16, 2014 email is attached hereto as Exhibit D.
`
`9.
`
`I sent Mr. Papelian another email on May 19, 2014 with a revised set of document
`
`and data requests on behalf of Defendants for discussion at a May 23 conference call with him
`
`and some of his colleagues at Delphi. During the May 23, 2014 conference call, Mr. Papelian
`
`advised that Delphi’s Electrical/Electronic Architecture Systems division includes its Delphi
`
`Packard subsidiary, which manufactures the wire harnesses sold by Delphi to nearly every OEM
`
`around the world, from 18-20 in Europe, North America, Japan, and Korea, with sales to China
`
`as well. We discussed some of the document and data requests I had sent him on May 19.
`
`Among other things: I was told that
`
`10.
`
`During the May 23, 2014 conference call, Mr Papelian instructed that Delphi’s
`
`DoJ Documents and the documents Delphi had produced to Plaintiffs be produced to Defendants
`
`as well.
`
`I confirmed that Defendants would treat
`
`the documents in accordance with the
`
`Stipulated Protective Order and the designations Delphi had given the documents.
`
`I also agreed
`
`to talk to Defendants’ experts, defense counsel, and coordinate with Plaintiffs’ counsel in an
`
`

`
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`effort to further narrow the parties’ requests for additional documents and data to be provided by
`
`Delphi.
`
`11.
`
`Following the May 23, 2014 conference call,
`
`I spoke again with Defendants’
`
`experts and in an effort to narrow Defendants’ requests, and then posed the following questions
`
`to Mr. Papelian in a June 3, 2014 email:
`
`First, in determining the extent to which the geographic scope of our requests for
`Delphi’s wire harness products sales information can be limited, [we] would like
`to know in general the percent of Delphi’s wire harness products sales by region
`(North America, Europe, Japan, etc.) over the time period for which Delphi has
`such data. Second, [we] would like to know the percent of sales per OEM over
`that period in determining whether
`the requests can be limited to certain
`OEMS. Third, [we] would like to know the percent of Delphi’s purchases of wire
`harness products from defendants over
`that period in determining whether
`Request No. 5 can be limited in some way.
`
`However, Delphi never provided the information requested.
`
`I also advised Mr. Papelian that I
`
`had reached out to Lead and Liaison Counsel for Auto Dealer Plaintiffs and End-Payor Plaintiffs
`
`about coordinating discovery from Delphi but had been unsuccessful, and offered to contact the
`
`Plaintiffs’ counsel with whom he had been speaking about Plaintiffs’ discovery requests to
`
`Delphi. My May 19, 2014 email with Defendants’ revised data and documents requests and
`
`June 3, 2014 email are attached hereto as Exhibit E.
`
`12.
`
`On August 15, 2014, my partner, Ken Davis, and I spoke with Billy London and
`
`Will Reiss, counsel for Direct Purchaser Plaintiffs, who had sent a set of discovery requests to
`
`Delphi and Mr. Papelian.
`
`In an August 23, 2014 email, I advised Mr. Papelian that Defendants
`
`were reviewing Plaintiffs’ proposed discovery requests in order to present Delphi with a single
`
`set of requests acceptable to all parties. Over the next several months, counsel for Plaintiffs and
`
`I exchanged proposed discovery requests. In a November 19, 2014 email, I advised Mr. Papelian
`
`that counsel for each Plaintiff group had agreed on a set of document and data requests to Delphi,
`
`

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`which were broader than, and thus included, the documents and data requested by Defendants,
`
`and that Victoria Romanenko, counsel for Auto Dealer Plaintiffs, would be forwarding Plaintiffs’
`
`requests to him. On December 4, 2014, Ms. Romanenko sent Mr. Papelian an email with
`
`Plaintiffs’ requests. My August 23 and November 19, 2014 emails and Ms. Romanenko’s
`
`December 4, 2014 email and Plaintiffs’ requests are attached hereto as Exhibit F.
`
`13.
`
`At Mr. Papelian’s suggestion, he and other Delphi representatives met in person
`
`with counsel for both Plaintiffs and Defendants at Delphi’s offices in Troy, Michigan on
`
`February 5, 2015, to provide background on Delphi’s Wire Harness Products business for the
`
`purpose of guiding the discussion on the scope of further voluntary production of data and
`
`documents from Delphi. Doug Gruber, Vice President of Delphi’s Packard or ”Wiring Products”
`
`Division, which is one of five Delphi divisions, gave a PowerPoint presentation explaining the
`
`Delphi Price Review Group <“DPRG”> process,T
`
`. Plaintiffs’ and Defendants’
`
`counsel agreed to treat the materials presented and discussion as “Highly Confidential” under the
`
`Protective Order.
`
`14.
`
`Mr. Gruber said that the wire harness business is very competitive, that Delphi
`
`had just released its latest quarterly and annual results for 2014, and that_
`
`

`
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` . A January 13, 2015 email from
`
`Mr. Papelian to Plaintiffs’ and Defendants’ counsel suggesting the February 5 meeting and a
`
`January 21, 2015 email from his assistant confirming the date of the presentation at Delphi’s
`
`offices are attached hereto as Exhibit G.
`
`15.
`
`I requested a copy of Mr. Gruber’s PowerPoint presentation in a February 12,
`
`2015 email, and Mr. Papelian replied on February 23 that Delphi would review this request
`
`“once we reach agreement on the scope of discovery.” My February 12, 2015 email, and
`
`Mr. Papelian’s February 23 reply are attached hereto as Exhibit H.
`
`16.
`
`On June
`
`1, 2015, Omar Ochoa, counsel
`
`for End-Payor Plaintiffs,
`
`sent
`
`Mr. Papelian an email attaching a letter setting out Plaintiffs’ discovery requests to Delphi.
`
`In a
`
`June 8, 2015 email, I advised Mr. Papelian that Defendants had no requests to add to Plaintiffs’.
`
`Mr. Ochoa followed up with another email to Mr. Papelian on June 22, 2015 asking for a
`
`response to his letter because Mr. Papelian had not replied. Mr. Ochoa’s June 1 and 22, 2015
`
`emails and my June 8, 2015 email are attached hereto as Exhibit 1.
`
`17.
`
`Mr. Papelian eventually replied to Mr. Ochoa in an email on July 30, 2015. He
`
`said that Delphi would conduct a reasonable search for and produce responsive documents,
`
`

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`including (a) Delphi’s DPRG packages from 2000-2014, (b) purchase orders, (c) KE30 monthly
`
`reports containing transaction data from 2006-2014, (d) Delphi’s five-year revenue plan, and
`
`(e) documents regarding Delphi’s policies and training with respect to bidding and setting prices.
`
`His email also attached a sample KE30 monthly report (which does not appear to include any
`
`data or information that would require a review for privilege or other substantive concerns).
`
`However, although Mr. Ochoa’s June 1, 2015 letter had sought data and documents concerning
`
`Delphi’s purchases and sales of “Wire Harness Products,” as defined in the requests forwarded
`
`by Ms. Romanenko on December 4, 2014, from all suppliers and to all customers, Mr. Papelian’s
`
`email limited Delphi’s proposed response to “wire harness sales” to a limited group of OEMS
`
`(General Motors, Ford, Chrysler, Daimler, Toyota, Honda and Nissan) without explanation
`
`except that these OEMS purportedly “represented[ed] Delphi’s main customers for wire harness
`
`sales.” Mr. Papelian’s July 30, 2015 email is attached hereto as Exhibit J.
`
`18.
`
`Following a conference call with Mr. Ochoa, me, and others on September 28,
`
`2015, Mr. Papelian sent Mr. Ochoa an email confirming that Delphi had conducted a search,
`
`limited to the documents it had collected in response to the DoJ subpoena that were stored in a
`
`computer server, and found approximately 28,000 documents responsive to the terms “DPRG”
`
`and/or “Divisional Pricing Review Group” for the period prior to 2011. He estimated that it
`
`would take a Delphi employee two days to conduct such a search for documents post-2011. He
`
`also asked if the parties were interested in retaining a third-party vendor to access Delphi’s SAP
`
`database and extract the requested data and confirmed that Delphi would to attempt to provide
`
`definitions for the categories of documents within the database. Finally, he confirmed that
`
`Delphi would create a list identifying the custodians of the documents it produced to DoJ.
`
`Mr. Papelian’s September 28, 2015 email is attached hereto as Exhibit K.
`
`

`
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`
`19.
`
`After discussing the data issues with Defendants’ experts,
`
`I followed up on
`
`Mr. Papelian’s September 28, 2015 email and a subsequent conference call on October 12, 2015,
`
`with an October 28, 2015 email asking him for additional information about De1phi’s KE30
`
`monthly sales transaction reports and Delphi’s SAP database. Mr. Papelian responded on
`
`December 4, 2015 with an email providing certain information about KE30 monthly sales
`
`transaction reports and Delphi’s SAP database. Although he had agreed during our October 12
`
`call to consult with his colleagues as to whether Delphi would permit a third-party vendor to look
`
`at its SAP data base for purposes of estimating what it would cost for that vendor to extract the
`
`data, his email admitted that neither he nor Delphi had done so. My October 28, 2015 email and
`
`Mr. Papelian’s December 4, 2015 reply are attached hereto as Exhibit L.
`
`20.
`
`On December 14, 2015, Stephanie Fine, one of the attorneys for the Fujikura
`
`Defendants, and I spoke with Mr. Papelian and proposed a two-stage process for obtaining
`
`discovery from Delphi. At Mr. Papelian’s request, I summarized Defendant’s proposal in a
`
`December 14 email. First, Defendants would obtain an estimate of the costs of extracting
`
`Delphi’s transactional data regarding its purchases and sales of Wire Harness Products (as
`
`defined in plaintiffs’ consolidated complaints),
`
`including the monthly KE30 summary sales
`
`reports, using a third—party vendor.
`
`In this regard,
`
`I also advised him that we had located a
`
`vendor, Ben Zenick, co-founder of Zencos Consulting (www.zencos.com)
`
`in Cary, North
`
`Carolina, who was familiar with SAP databases and could give us such a cost estimate. The
`
`second proposed discovery stage was production of Delphi’s electronic and other documents,
`
`including the categories of documents described in Mr. Papelian’s July 30 email, invoices from a
`
`Delphi database, and any documents Delphi has concerning purchases of Wire Harness Products
`
`from, or sales of such Products to, the Direct Purchaser Plaintiffs (or their successors). However,
`
`

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`
`Defendants requested that Delphi provide a more definitive estimate of the costs associated with
`
`the review and production of such documents before committing to pay such costs. My
`
`December 14, 2015 email is attached hereto as Exhibit M.
`
`21.
`
`On January 22, 2016, Mr. Papelian hosted a conference call with me and counsel
`
`for Direct Purchaser Plaintiffs and Auto Dealer Plaintiffs. Following the call, he sent an email
`
`detailing the “action items” for Delphi, including advising whether Delphi would allow a third-
`
`party vendor to extract its SAP data, and determining the timing and cost to search, review, and
`
`produce the KE30 monthly sales summaries, DPRG packages, and invoices.
`
`I responded in a
`
`January 24, 2016 email clarifying that Defendants were seeking discovery regarding Delphi’s
`
`purchases and sales of Wire Harness Products, not just wire harnesses, and noting Mr. Papelian’s
`
`statement that Delphi would bear the costs of searching for DPRG packages for the period 2010-
`
`2014. Mr. Papelian’s January 22, 2016 email and my January 24, 20165 email response are
`
`attached hereto as Exhibit N.
`
`22.
`
`Mr. Papelian replied in a January 29, 2016 email that Delphi would not produce
`
`data and documents regarding Wire Harness Products, only wire harnesses. He further stated
`
`that Delphi’s agreement to create a list of document custodians for its DoJ Documents and
`
`produce its purchase orders, f1ve—year revenue plans, and documents regarding its DPRG process
`
`and policies and training with respect to bidding and setting prices, was conditioned on “closure
`
`on all open issues.” Mr. Papelian’s January 29, 2016 email is attached hereto as Exhibit O.
`
`23.
`
`Plaintiffs had been conspicuously silent about the discovery they wanted from
`
`Delphi during this exchange of emails with Mr. Papelian.
`
`In a January 25, 2016 telephone call,
`
`Omar Ochoa advised me that End-Payor Plaintiffs did not want to pay any of the costs and
`
`expenses required to obtain discovery from Delphi. On January 29, 2016, I spoke by telephone
`
`10
`
`

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`
`with Jon Cuneo, who advised that Auto Dealer Plaintiffs likewise did not want to pay any of the
`
`costs and expenses associated with obtaining discovery from Delphi.
`
`In a February 5, 2016
`
`telephone call, Billy London advised me that Direct Purchaser Plaintiffs were only interested in
`
`obtaining Delphi’s data. Unlike Plaintiffs, Defendants have never refused to pay any of the costs
`
`incurred by Delphi in producing data and documents requested in the Subpoenas.
`
`24.
`
`Surprisingly, scarcely more than a week after Mr. Papelian’s January 29 email,
`
`and apparently buoyed by Plaintiffs’ sudden disinterest in obtaining discovery from Delphi (with
`
`the possible exception of its data), Delphi abruptly executed an about-face on the discovery it
`
`had offered to produce during nearly two years of negotiations.
`
`In a February 8, 2016 email,
`
`Mr. Papelian stated that Delphi’s “final proposal” was to produce transactional data only for
`
`certain limited categories of Wire Harness Products—wire harnesses—and that it would allow
`
`Mr. Zenick and Zencos Consulting access to Delphi’s SAP database for this purpose at
`
`Defendants’ expense. Mr. Papelian stated that Delphi’s “final proposal” superseded all previous
`
`discussions. “In other words, Delphi does not agree to provide the remainder of the information
`
`outlined in the various telephone calls and emails regarding this subject."
`
`In a February 11,
`
`2016, email from Mr. Papelian, Delphi reneged on its “final proposal,” stating that neither
`
`Zencos Consulting nor any third party vendor would be allowed access to Delphi’s data and that
`
`Delphi would only extract data relating to wire harnesses, again at Defendants’ expense.
`
`Mr. Papelian’s February 8 and 11, 2016 emails are attached hereto as Exhibit P.
`
`25.
`
`Faced with Delphi’s sudden lack of cooperation, I sent an email to Mr. Papelian
`
`on February 16, 2016, advising that Delphi’s withdrawal of all of the discovery it had offered to
`
`provide as recently as January 22 without explanation, except for transactional data relating to
`
`wire harnesses, did not provide Defendants with the discovery they need. As a result, the
`
`11
`
`

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`
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`
`Furukawa Defendants would be forced to serve Delphi with the enclosed Subpoena to obtain the
`
`necessary discovery. Nevertheless, Defendants still preferred to reach agreement with Delphi, if
`
`possible, on the documents and data it would produce informally without a Subpoena, and I was
`
`available to discuss ways in which the Requests could be refined to reduce the burden and
`
`expense to Delphi. My February 16, 2016, email is attached herein as Exhibit Q.
`
`26. When Mr. Papelian failed to respond, the Furukawa Defendants prepared a Notice
`
`of Intent to Serve Subpoenas, which I sent to Mr. Papelian in a February 19, 2016 email.
`
`In that
`
`email, I renewed my offer to discuss ways in which the Requests in the Subpoenas could be
`
`refined to reduce any burden and expense to Delphi. My February 19, 2016, email is attached
`
`herein as Exhibit R.
`
`27.
`
`The Subpoenas were served on Delphi Automotive Systems, LLC and Delphi
`
`Connection Systems US, Inc. on February 23, 2016. Delphi Connection Systems US, Inc. has
`
`neither moved against the Subpoena nor objected to it within the 14 days permitted by Fed. R.
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`Civ. P. 45(d)(2). The Notice of Intent and the Subpoenas, and a February 23, 2016 email from
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`Stephanie Morgan of Nationwide Process Service, Inc. confirming service of the Subpoenas on
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`that date, are attached hereto as Exhibit S.
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`28.
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`The next day, I sent Mr. Papelian an email advising that Defendants were still
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`interested in minimizing the time and expense to Delphi
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`in producing its data by retaining
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`Mr. Zenick and Zencos Consulting to do it.
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`I advised Mr. Papelian that Mr. Zenick did not
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`believe that he would have to install any “third-party software” in Delphi’s SAP database since it
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`is likely he would be able to use existing Delphi tools to extract the requested data. Mr. Papelian
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`did not respond to this offer. My February 23, 2016, email is attached hereto as Exhibit T.
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`12
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`29.
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`On March 10, 2016, Mr. Papelian responded to the Subpoenas with an email to
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`me, demanding that the Furukawa Defendants either (a) accept the proposal in his February 11,
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`2016 email under which Delphi would produce its 2006-2014 SAP transactional data relating
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`only to wire harnesses, with the Furukawa Defendants obligated to reimburse all of Delphi’s
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`expenses, or (b) withdraw the Subpoena.
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`I responded in a March 11, 2016 email, renewing my
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`offer to discuss “ways in which the time and expense to Delphi of producing the data and
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`documents requested can be minimized or mitigated, as well as a schedule for production of
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`De1phi’s data and documents that accomplishes those ends, including a reasonable extension of
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`the March 14, 2016, Subpoena compliance date and a phased, rolling production of data and
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`documents, along with a cost—sharing agreement.”
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`In particular,
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`I requested “a meaningful
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`meet/confer with you at your earliest convenience so that we may be informed of whatever
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`objections Delphi may have to the Requests in the Subpoena and discuss ways in which any such
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`objections may be accommodated and resolved.” Mr. Papelian’s March 10, 2016 email and my
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`March 1 1, 2016 email are attached hereto as Exhibit U.
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`30.
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`Counsel
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`for
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`the Fujikura Defendants had a similar, difficult experience in
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`obtaining a limited set of Delphi documents relating to a single RFQ—Ford’s CD4 RFQ—and
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`these requests did not relate to this class action litigation, but rather to separate claims against the
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`Fujikura Defendants asserted only by Ford Motor Company. Laura Taylor Cofer, one of the
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`attorneys for the Fujikura Defendants, sent Mr. Papelian a letter request for these documents in a
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`June 8, 2015 email. When Ms. Cofer had no response from Mr. Papelian after follow-up emails
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`on August 30 and October 20, she was forced to threaten serving a subpoena on Delphi in a
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`November 30, 2016 email. Mr. Papelian finally responded in a December 4, 2016 email. Mike
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`Rubin, another attorney for the Fujikura Defendants, replied to Mr. Papelian the same day
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`13
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`REDACTED
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`questioning Mr. Papelian’s earlier estimate that it would cost $100,000 for the contract attorneys
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`hired by Delphi to review the documents requested by the Fujikura Defendants and that the
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`review would take two months. Mr. Rubin estimated that the 2,700 documents (7,500 pages)
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`Delphi had gathered regarding the CD4 RFQ would take a single reviewer two weeks to review
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`at a cost of $2,160.
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`In a December 14 email, Mr. Papelian agreed with Mr. Rubin’s estimate but
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`said that he wanted to further delay producing the requested documents until Delphi had reached
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`agreement on Defendants’ requests. Mr. Rubin replied on January 5, 2016 that the Fujikura
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`Defendants had “run out of time” and threatened a second time to draft and serve a subpoena on
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`Delphi. Mr. Papelian’s assistant, Barbara Frantangelo, responded in an email the next day that a
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`subpoena would not be necessary and that Delphi agreed with Mr. Rubin’s cost and time
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`estimates and would begin review and production of the documents requested by the Fujikura
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`Defendants. Ms. Cofer’s June 8, August 30, October 20, and November 30, 2015 emails;
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`Mr. Papelian’s December 4 and 14, 2015 emails; Mr. Rubin’s December 4, 2015 and January 5,
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`2016 emails, and the January 6, 2016 email from Ms. Frantangelo are attached hereto as
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`Exhibit V.
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`31.
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`Following a January 7, 2016 call with Mr. Rubin, Mr. Papelian stated in an email
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`of the same date that Delphi would begin review of the 2,700 CD4 documents on January 11.
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`In
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`the end, that review took but two weeks and Delphi’s cost of reviewing and producing the
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`documents requested by the Fujikura Defendants informally in lieu of a subpoena was $1,426,
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`according to a January 25, 2016 email from Ms. Frantangelo. Mr. Papelian’s January 7, 2016
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`email and Ms. Frantangelo’s January 25, 2016 email are attached hereto as Exhibit W.
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`32.
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`Delphi has never questioned the relevance of the discovery sought
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`in the
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`Subpoenas. That is so because the data and documents the Subpoenas seek from Delphi, a non-
`
`14
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`Defendant supplier of Wire Harness Products, concerning Delphi’s sales of such Products are
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`potentially relevant to a “benchmark” or “yardstick” analysis of analysis of alleged overcharges
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`(if any) by Defendants and whether there is a common method for determining any resulting
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`impact on the putative Plaintiff classes and damages, and to class certification. A “benchmark”
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`or “yardstick” analysis may compare Defendants’ prices and margins with the prices and
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`margins of another supplier such as Delphi that Plaintiffs have implicitly conceded was not part
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`of the alleged conspiracy.
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`For example, Delphi’s DPRG packages (Request No. 4 of the
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`Subpoenas) reflect Delphi’s analysis of market conditions and explain how Delphi arrived at the
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`prices it charged. Similarly, Delphi’s Five-Year Revenue Plans (Request No. 7) reflect Delphi’s
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`analysis of the wire harness market and its expectations for how much business it could win, and
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`at what prices. Documents regarding Delphi’s pricing and bidding policies (Request No. 9) may
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`also reflect Delphi’s understanding of the market and Delphi’s place in it vis-c‘z-vis
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`its
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`competitors.
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`33.
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`I have reviewed selected documents from those Delphi produced to the Fujikura
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`Defendants concerning Ford’s Global CD4 RFQ. These documents show_
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`

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` . These documents are
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`potentially relevant to a “benchmark” or “yardstick” analysis of impact and overcharges, if any,
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`and determining whether impact and Plaintiffs’ damages can be measured using a common
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`methodology and, if so, what the amount of those damages is.
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`I declare under penalty of perjury under the laws of the United States that the foregoing is
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`true and correct. Executed this 31st day of March, 2016.
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`/s/Larry S. Gangnes
`Larry S. Gangnes
`
`16
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`

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`REDACTED
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`CERTIFICATE OF SERVICE
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`I hereby certify that on March 31, 2016, I caused the foregoing DECLARATION OF
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`LARRY S. GANGNES IN SUPPORT OF CERTAIN DEFENDANTS’ OPPOSITION TO
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`DELPHI AUTOMOTIVE SYSTEMS, LLC’S MOTION FOR PROTECTIVE ORDER
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`AND CROSS-MOTION TO COMPEL DELPHI CONNECTION SYSTEMS US, INC.’S
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`AND DELPHI AUTOMOTIVE SYSTEMS, LLC’S COMPLIANCE WITH SUBPOENA to
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`be electronically filed with the Clerk of the Court using the CM/ECF system, which will send
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`notification of such filing to all counsel of record.
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`/s/Larry S. Gangnes
`Larry S. Gangnes
`
`17