2:12-md-02311-MOB-MKM Doc # 1276-2 Filed 03/31/16 Pg 1 of 32 Pg ID 22295
`2:12-md—O2311—MOB—MKM DOC # 1276-2 Filed O3/31/16 Pg 1 Of 32
`Pg ID 22295
`
`Exhibit D
`
`

`
`2:12-md-02311-MOB-MKM Doc # 1276-2 Filed 03/31/16 Pg 2 of 32 Pg ID 22296
`2:12—md—O2311-MOB—MKM Doc # 1276-2 Filed 03/31/16 Pg 2 of 32
`Pg ID 22296
`
`Gangnes, Lara
`
`From:
`Sent:
`To:
`Cc:
`
`Subject:
`
`Joe,
`
`Gangnes, Larry
`Friday, May 16, 2014 12:32 PM
`‘Papelian, Joseph E‘
`Davis, Kenneth R.
`
`RE: Conf. Call; Wire Harness, J. Papelian, B. Frantangelo, R. Ward, D. Unrue, Larry
`Gangnes
`
`it would be helpful in preparing for our call next Friday ifl had more detail regarding what Delphi has agreed to provide
`plaintiffs. As I understand it, Delphi will be producing the following documents and data to plaintiffs (and thus to
`defendants as well):
`
`The documents Delphi produced to the Dol (about 50,000-60,000 pages) and the documents
`1.
`requested in DoJ’s subpoena to Delphi that had not been produced when DoJ told Delphi to cease
`production.
`
`2.
`
`Documents regarding the Delphi/Furukawa joint venture.
`
`RFQ summary that lists the bids Delphi or Delphi/Furukawa submitted to Toyota, including the
`3.
`dates, bid prices, and whether Delphi or Delphi/Furukawa won or lost the bid.
`
`A list of approximately 18 Delphi or Delphi/Furukawa "programs” with Toyota on which Delphi
`4.
`submitted bids, including fields showing how Delphi's bids were put together.
`
`Excel files on several Delphi bids to Toyota that include all supporting documents and data, such
`5.
`as bills of material, cable, wire harness final assembly, copper, labor, etc. costs and other items making
`
`up the bid.
`
`Please let me know if I got this right, and send me the DoJ subpoena to Delphi and any agreements limiting what Delphi
`produced to DoJ and/or will be producing to plaintiffs. This information will be helpful to me in reviewing the extent to
`which Delphi will be producing documents and data responsive to the written requests I forwarded to you earlier.
`
`Thanks for your help.
`
`Regards. Larry
`
`From: Yeager, Judy [mai|to:Judy.Yeager@ide|p_hi.com] OniBeiiha|f i(5ifiiPape|iain, Josephlé
`Sent: Thursday, May 15, 2014 10:16 AM
`To: Gangnes, Larry
`Subject: RE: Conf. Call; Wire Harness, J. Papelian, B. Frantangelo, R. Ward, D. Unrue, Larry Gangnes
`
`Larry:
`Any flexibility with changing this to an early AM meeting (your time). 7:30 am PDT?
`Regards,
`
`Judy Yeager
`
`

`
`2:12-md-02311-MOB-MKM Doc # 1276-2 Filed 03/31/16 Pg 3 of 32 Pg ID 22297
`2:12-md—02311—MOB—MKM DOC # 1276-2 Filed O3/31/16 Pg 3 Of 32
`Pg ID 22297
`
`Delphi Legal ~ Litigation
`5725 Delphi Drive
`MC: 483.400.554
`
`Troy MI 48098
`‘udy.yeager@de|phi.com
`1.248.813.2106 (Office)
`1.248.813.1122 (Fax)
`
`-----Original Appointment--——-
`From: Gangnes, Larry [mailto:GangnesL@LanePowel|.com]
`Sent: Thursday, May 15, 2014 1:14 PM
`To: Yeager, Judy
`Subject: Accepted: Conf. Call; Wire Harness, J. Papelian, B. Frantangelo, R. Ward, D. Unrue, Larry Gangnes
`When: Wednesday, May 21, 2014 2:00 PM—3:00 PM (UTC-05:00) Eastern Time (US & Canada).
`Where: Conf. Call; 248.729.0531, Conference ID: 248.289.05, J. Papelian, Host
`
`This message isiprivate or privileged. If you are not the person for whom this message is intended, please delete
`it and notify me immediately, and please do not copy or send this message to anyone else.
`
`Please be advised that, if this communication includes federal tax advice, it cannot be used for the purpose of
`avoiding tax penalties unless you have expressly engaged us to provide written advice in a form that satisfies
`IRS standards for "covered opinions" or we have informed you that those standards do not apply to this
`communication.
`****************************************************************************************
`
`Note: If the reader of this message is not the intended recipient, or an employee or agent responsible for
`delivering this message to the intended recipient, you are hereby notified that any dissemination, distribution or
`copying of this communication is strictly prohibited. If you have received this communication in error, please
`notify us immediately by replying to the message and deleting it from your computer. Thank you.
`****************************************************************************************
`
`

`
`2:12-md-02311-MOB-MKM Doc # 1276-2 Filed 03/31/16 Pg 4 of 32 Pg ID 22298
`2:12-md—O2311—MOB—MKM DOC # 1276-2 Filed O3/31/16 Pg 4 Of 32
`Pg ID 22298
`
`Exhibit E
`
`

`
`2:12-md-02311-MOB-MKM Doc # 1276-2 Filed 03/31/16 Pg 5 of 32 Pg ID 22299
`2:12-md—O2311—MOB—MKM DOC # 1276-2 Filed O3/31/16 Pg 5 Of 32
`Pg ID 22299
`
`Gangnes, Larry
`
`From:
`Sent:
`To:
`Cc:
`Subject:
`
`Attachments:
`
`Joe,
`
`Gangnes, Larry
`Tuesday, June 03, 2014 9:37 AM
`‘Papelian, Joseph E‘
`Davis, Kenneth R.
`FW: Delphi Requests: Conf. Call; Wire Harness, J. Papelian, B. Frantangelo, R. Ward, D.
`Unrue, Larry Gangnes
`S986002_6.docx
`
`Many thanks again to you and your team for the time spent talking with me on May 23. Since then, as promised, l have
`discussed how we can narrow our document/data requests to Delphi with our economists. To that end, they have
`several questions. First, in determining the extent to which the geographic scope of our requests for Delphi's wire
`harness products sales information can be limited, they 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, they would like to know the percent of sales per OEM over that period in determining whether the
`requests can be limited to certain OEl\/ls. Third, they 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.
`
`Finally, as promised, I have reached out generally to Lead and Liaison Counsel for Auto Dealers and End-Payors about
`coordinating discovery from non—parties such as Delphi but have been rebuffed.
`if you can tell me with whom you have
`been speaking from plaintiffs about plaintiffs’ discovery requests to Delphi, I will reach out to that person specifically
`and try to establish a dialog.
`
`Thanks again and I look forward to speaking with you again Friday, June 13, at 11:00 a.m. ET.
`
`Regards. Larry
`
`Larry Gangnes
`LANE POWELL
`:l'7YCiRHE‘¥S 51 CUUNSELORS
`
`Shareholder. @ [ vCard
`Lane Powell PC
`1420 Fifth Avenue, Suite 4200
`P.O. Box 91302
`Seattle, WA 98111-9402
`Direct: 206.223.7036
`Cell: 206.779.6745
`wwwlanepowellcom
`
`From: Gangnes, Larry
`Sent: Monday, May 19, 2014 1:17 PM
`To: ‘Papelian, Joseph E‘
`1
`Cc: Davis, Kenneth R.
`Subject: Delphi Requests: Conf. Call; Wire Harness, J. Papelian, B. Frantangelo, R. Ward, D. Unrue, Larry Gangnes
`
`Joe, enclosed please find a revised set of Requests for use during our telephone conversation Friday. Let me know if you
`have any questions or comments in the interim.
`
`Regards. Larry
`
`

`
`2:12-md-02311-MOB-MKM Doc # 1276-2 Filed 03/31/16 Pg 6 of 32 Pg ID 22300
`2:12-md—O2311—MOB—MKM DOC # 1276-2 Filed O3/31/16 Pg 6 Of 32
`Pg ID 22300
`
`DOCUMENT REQUESTS
`
`RES QUEST NO. 1: Data or documents (in the absence of data) sufficient to show the
`
`following information for each sale by You or on Your behalf of (a) a Wire Harness Product
`
`(“WHP”) or (b) an automobile part in which a WHP was installed or a component thereof (e. g.,
`
`door, seat, roof, rear view mirror or other part) (collectively, “Auto Part”) either (i) in the United
`
`States or (ii) outside the United States for later sale in the United States or for installation in a
`
`product (e. g., an automobile) sold in the United States:
`
`3..
`
`b.
`
`Date of the sale;
`
`Person (such as an OEM, automobile dealership, or auto parts distributor) to
`
`whom the Auto Part was sold, and such person’s address;
`
`Name or a description of the Auto Part sold,
`
`the quantity sold (including
`
`measurement unit for quantity, amount or number), part nlumber, and any other
`
`product identifiers;
`
`Terms and conditions on which the Auto Part was sold, including but not limited
`
`to:
`
`(i)
`
`Sale price (including currency and exchange rate, if applicable), and any
`
`adjustments to price, including but not limited to:
`
`l.
`
`2.
`
`Rebates, discounts, or other allowances; and
`
`Amount paid at
`
`time of sale, and terms and duration of any
`
`monthly or installment payments;
`
`(ii)
`
`Shipping or freight costs, and by whom such costs were paid;
`
`“Ship-from” and vendor “pay—to” address(es) from which the Auto Part and
`
`invoice for them were shipped or sent, date(s) on which the Auto Part and invoice
`
`7093150013/59860026
`
`

`
`2:12-md-02311-MOB-MKM Doc # 1276-2 Filed 03/31/16 Pg 7 of 32 Pg ID 22301
`2:12-md—O2311—MOB—MKM DOC # 1276-2 Filed O3/31/16 Pg 7 Of 32
`Pg ID 22301
`
`were
`
`shipped or
`
`sent,
`
`“ship-to/delivery”
`
`and customer
`
`“bill/invoice-to”
`
`address(es) to which the Auto Part and invoice were shipped or sent, and date(s)
`
`f.
`
`g.
`
`the Auto Part and invoice were received;
`
`RFQ(s), if any, as a result of which the Auto Part was sold;
`
`Any repairs, returns, or refunds with respect to the Auto Part sold, whether the
`
`Auto Part was returned, and the amount of any associated refund or credit;
`
`h.
`
`Monetary or non-monetary components or incentives for the sale beyond unit
`
`price, including any service, benefit, and/or product (other than the Auto Parts
`
`sold themselves), including but not limited to, service agreements, warranties,
`
`installation, and the value of each such service, benefit, or product;
`
`i.
`
`Identity and a description of each WHP purchased or acquired by You or on Your
`
`behalf that was installed in, a component of, or Bundled with, the Auto Part sold,
`
`and the purchase price and manufacturer or supplier of each such WHP, including
`
`but not limited to:
`
`(i)
`
`Part number and any other identifiers of each such WHP and the Auto Part
`
`in which it was installed, a component of, or Bundled with;
`
`(ii)
`
`Quantity, amount, and number of each such WHP that was contained in, a
`
`component of, or Bundled with,
`
`the Auto Part
`
`sold (including
`
`measurement unit for quantity, amount, or number);
`
`(iii)
`
`Vendor number or any other identifiers of the manufacturer or supplier of
`
`each such WHP;
`
`7093 l 5.0013/5986002!)
`
`

`
`2:12-md-02311-MOB-MKM Doc # 1276-2 Filed 03/31/16 Pg 8 of 32 Pg ID 22302
`2:12-md—O2311—MOB—MKM DOC # 1276-2 Filed O3/31/16 Pg 8 Of 32
`Pg ID 22302
`
`(iv)
`
`Purchase price (including currency and exchange rate, if applicable), and
`
`any adjustments to price, including but not limited to, rebates, discounts,
`
`or other allowances, and;
`
`(V)
`
`Information allowing You to trace or track each such WHP after it was
`
`installed in, or Bundled with, the Auto Part sold;
`
`j.
`
`The specific product(s) (z'.e., the specific automobile(s)) for which the Auto Part
`
`sold was designed and/or intended, including but not limited to:
`
`(i)
`
`For automobiles, the brand(s) and model(s) or model platform(s), model
`
`year(s), and any other product identifiers; and
`
`(ii)
`
`For other products, a description of the product and any product
`
`identifiers;
`
`k.
`
`For each Auto Part sold, the actual and/or estimated direct and indirect materials,
`
`manufacturing, marketing, distribution, selling and other costs of goods sold, both
`
`fixed and variable, direct and indirect, including but not limited to, the direct and
`
`indirect costs of (i) each WHP, (ii) each other component of the Auto Part sold,
`
`and (iii) administration, management, labor, tooling, overhead, energy, materials,
`
`sales and marketing, freight, and research and development;
`
`1.
`
`Each contract or agreement concerning the sale of the Auto Parts sold, including
`
`but not limited to “cost plus” contracts or contracts with exclusive dealing or
`
`“most favored nations” provisions;
`
`m.
`
`For Auto Parts that were sold pursuant to a Directed Sourcing Arrangement, the
`
`price and terms of any such Directed Sourcing Arrangement, including the person
`
`709315.001}/59860026
`
`

`
`2:12-md-02311-MOB-MKM Doc # 1276-2 Filed 03/31/16 Pg 9 of 32 Pg ID 22303
`2:12-md-02311-MOB-MKM DOC # 1276-2 Filed O3/31/16 Pg 9 Of 32
`Pg ID 22303
`
`that directed the purchaser to purchase or acquire the Auto Parts sold and at what
`
`price and terms; and
`
`Identity of any Auto Parts that were sold without
`
`the purchaser soliciting
`
`proposals, bids, or
`
`responses to an RFQ from more than one potential
`
`manufacturer or supplier of such Auto Parts; and
`
`Your sales revenue, gross profit, profit margin or level, operating profit, projected
`
`profit, net profit, cash flow, EBITDA, and profit-and-loss statements for the sale
`
`of each of Auto Part sold.
`
`REQUEST NO. 2: Data or documents (in the absence of data) sufficient to show Your
`
`policies, practices, procedures, methods, models, formulas, guidelines, and factors used or
`
`considered in evaluating, deciding whether to respond, and preparing responses to, RFQS and
`
`other solicitations for the sale of Auto Parts, including but not limited to:
`
`3..
`
`Centrally-stored file(s) regarding Your methods, models, formulas, guidelines,
`
`and factors used or considered in preparing responses to RFQS and other
`
`solicitations for the sale of Auto Parts, including but not limited to, Your DPRG
`
`procedure, method or process;
`
`Centrally—stored file(s) regarding RFQS, solicitations to bid, RFQ responses, bids,
`
`proposals, and negotiations for the sale of Auto Parts;
`
`For each RFQ for the sale of an Auto Part You received or responded to:
`
`(i)
`
`Date the RFQ was issued or sent;
`
`(ii)
`
`Name, designation, number or other identifiers for the RFQ;
`
`(iii)
`
`Person issuing the RFQ and its address;
`
`7093150013/5986002.6
`
`

`
`2:12-md-02311-MOB-MKM Doc # 1276-2 Filed 03/31/16 Pg 10 of 32 Pg ID 22304
`2:12-md-02311-MOB-MKM DOC # 1276-2 Filed 03/31/16 Pg 10 Of 32
`Pg ID 22304
`
`(W)
`
`Persons to whom the RFQ was issued or sent, and the address of each such
`
`person;
`
`(V)
`
`Name or a description of each Auto Part that was the subject of the RFQ,
`
`and part numbers and any other identifiers of each such Auto Part;
`
`(Vi)
`
`Specific product(s) (i.e., the specific automobile(s)) for which the Auto
`
`Part was designed or intended, including but not limited to:
`
`(a)
`
`For automobiles, the brand(s) and model(s) or model platform(s),
`model year(s), and any other product identifiers; and
`
`(b)
`
`For other products, a description of the product, and part numbers
`
`and any product identifiers;
`
`(vii)
`
`Terms of the RFQ, including the design or specifications of the Auto Part
`
`(including any changes in such terms, design, or specifications, or in the
`
`schematics or drawings for the part, product, or Vehicle);
`
`(viii)
`
`Responses to the RFQ submitted by You or on Your behalf, including but
`
`not
`
`limited to bids, cost and profit margin information or estimates,
`
`proposed changes in the design or specifications of the Auto Part that was
`
`the subject of the RFQ, and any discounts, rebates, or other allowances,
`
`incentives, or other terms offered;
`
`(ix)
`
`Whether You were selected to manufacture or supply the Auto Part that
`
`was the subject of the RFQ, and if so, information allowing You to trace,
`
`track or link the RFQ with the Auto Part sold, and if not, the name of the
`
`person selected (if known) and the reasons You were not selected (if
`
`known) ;
`
`7093 1 5.00 l 3/59860026
`
`

`
`2:12-md-02311-MOB-MKM Doc # 1276-2 Filed 03/31/16 Pg 11 of 32 Pg ID 22305
`2:12-md-02311-MOB-MKM DOC # 1276-2 Filed 03/31/16 Pg 11 Of 32
`Pg ID 22305
`
`(x)
`
`Whether on-site engineers or other personnel or engineering services were
`
`provided by You or on Your behalf in connection with the Auto Part that
`
`was the subject of the RFQ, the nature and extent of such services, and the
`
`address where such personnel or services were provided; and
`
`(xi)
`
`Limit Price, Target Price, or VE Price, if any, for the Auto Part, after
`
`application of all anticipated or expected discounts, rebates, or other
`
`allowances, and any revisions or changes to such price over time;
`
`d.
`
`Any communications between You and a competing manufacturer or supplier
`
`regarding an RFQ, solicitation to bid, RFQ response, bid, proposal, or negotiations
`
`for the sale of Auto Parts.
`
`REQUEST NO. 3: Documents concerning proposed or actual post—RFQ prices (e.g.,
`
`cost-down pricing and annual or semi-annual price reductions) for the sale of Auto Parts, and
`
`Your policies, methods,
`
`formulas, or
`
`factors used in negotiating, determining,
`
`setting,
`
`computing, quoting, or accepting such post—RFQ prices for the sale of Auto Parts.
`
`REQUEST NO. 4: Documents
`
`sufficient to show the policies, methods, formulas, or
`
`factors used in determining, setting, computing, quoting, or modifying the prices of WHPS or
`
`Auto Parts sold by You, including but not limited to, documents concerning rebates, discounts,
`
`off—invoice discounts, credits, allowances, promotional or incentive payments, or other price
`
`concessions, and any proposed or actual changes in such policies, methods, formulas, or factors
`
`and the reasons for such changes.
`
`REQ QUEST NO. 5: Data or documents (in the absence of data) sufficient to show the
`
`following information concerning each purchase or acquisition by You or on Your behalf of a
`
`709315.001}/59860026
`
`

`
`2:12-md-02311-MOB-MKM Doc # 1276-2 Filed 03/31/16 Pg 12 of 32 Pg ID 22306
`2:12-md-02311-MOB-MKM DOC # 1276-2 Filed 03/31/16 Pg 12 Of 32
`Pg ID 22306
`
`WHP (i) in the United States or (ii) outside the United States for sale in the United States or for
`
`installation in a product (e.g., an automobile) sold in the United States:
`
`a.
`
`b.
`
`Date of the purchase or acquisition;
`
`Person from whom the WHP was purchased or acquired, any identifiers of such
`
`person, and such person’s address;
`
`c.
`
`Name or a description of the WHP purchased or acquired, the quantity purchased
`
`or acquired (including measurement unit for quantity, amount or number), and
`
`part number and any other product identifiers;
`
`d.
`
`Terms and conditions on which the WHP was purchased or acquired, including
`
`but not limited to:
`
`(i)
`
`Purchase price (including currency and exchange rate, if applicable) and
`
`all adjustments to price, including but not limited to,
`
`1.
`
`2.
`
`Rebates, discounts, or other incentives or allowances; and
`
`Amount paid at the time of the purchase or acquisition, and the
`
`terms and duration of any monthly or installment payments;
`
`(ii)
`
`Shipping or freight costs, and by whom such costs were paid;
`
`e.
`
`“Ship-from” and vendor “pay-to” address(es) from which the WHP and invoice
`
`for it were shipped or sent, date(s) the WHP and invoice were shipped or sent,
`
`“ship-to/delivery” and customer “bill/invoice-to” address(es) where the WHP and
`
`invoice were received, and date(s) the WHP and invoice were received;
`
`f.
`
`Repairs, returns, or refunds with respect to the WHP purchased or acquired,
`
`whether the WHP was returned, and amount of any associated refund or credit;
`
`7093 I 5.0013/59860026
`
`

`
`2:12-md-02311-MOB-MKM Doc # 1276-2 Filed 03/31/16 Pg 13 of 32 Pg ID 22307
`2:12-md-02311-MOB-MKM DOC # 1276-2 Filed 03/31/16 Pg 13 Of 32
`Pg ID 22307
`
`g.
`
`Monetary or non-monetary components or incentives for the purchase beyond unit
`
`price, including any service, benefit, and/or product (other than the WHP itself),
`
`including but not limited to, service agreements, warranties, installation, and the
`
`value of each such ‘service, benefit, or product;
`
`h.
`
`The specific product(s) (i.e., the specific Auto Part(s) or automobile(s)) for which
`
`the WHP was designed and/or intended, including but not limited to:
`
`(i)
`
`for automobiles, the brand(s) and model(s) or model platform(s), model
`
`year(s), and any other product identifiers; and
`
`(ii)
`
`for other products, a description of the product and any product identifiers;
`
`i.
`
`Each contract or agreement concerning the purchase or acquisition of the WHP,
`
`including but not limited to “cost plus” contracts or contracts with exclusive
`
`dealing or “most favored nations” provisions; and
`
`j.
`
`For WHPS that were purchased or acquired pursuant to a Directed Sourcing
`
`Arrangement, the price and terms of any such Directed Sourcing Arrangement,
`
`including the person that You to purchase or acquire the WHP and at what price
`
`and terms.
`
`REQUEST NO. 6: Documents (to the extent not produced in response to Request
`
`Nos. 1-5),
`
`including number, code, or data dictionaries or similar documents, sufficient to
`
`identify, describe, and explain the (i) manufacturer, supplier, vendor, and customer numbers or
`
`codes; (ii) product, component, and part numbers or codes; (iii) model, model platform, VIN,
`
`and model year numbers or codes; (iv) RFQ and RFQ response numbers or codes; (V) plant or
`
`facility numbers or codes; (vi) Limit Price, Target Price, VE Price, or other price numbers or
`
`709315.001}/59860026
`
`

`
`2:12-md-02311-MOB-MKM Doc # 1276-2 Filed 03/31/16 Pg 14 of 32 Pg ID 22308
`2:12-md-02311-MOB-MKM DOC # 1276-2 Filed 03/31/16 Pg 14 Of 32
`Pg ID 22308
`
`codes; (vii) contract or agreement and invoice numbers or codes; and (viii) data fields, that are
`
`reflected in data or documents produced in response to Request Nos. 1-5.
`
`REQUEST NO. 7: Documents concerning the market(s), market or competitive
`
`conditions, and market structure(s) for the (a) manufacture and sale of WHPs and (b) purchase of
`
`WHPs,
`
`including but not limited to, competitors, market shares, profitability, availability of
`
`supply, demand conditions, pricing trends, cost conditions, or sales trends, and customer and
`
`consumer surveys and/or research concerning:
`
`a.
`
`market shares or market concentrations of the (i) manufacturers and suppliers of
`
`WHPs and (ii) purchasers of WHPS, as well as any variations in these shares or
`
`concentrations;
`
`b.
`
`separate markets for different types of WHPS (i. e., automotive wire harnesses and
`
`ECUS); and
`
`c.
`
`market shares or market concentrations and conditions at each level in the various
`
`distribution chains for WHPS, including but not limited to the distribution chain
`
`for resale of WHPS as replacement or repair parts.
`
`REg QUEST NO. 8: All documents concerning each communication or agreement by
`
`You or on Your behalf with any plaintiff or plaintiff’s counsel in the Wire Harness MDL,
`
`including but not limited to, all documents, including transactional data, that are produced or
`
`provided to counsel for any plaintiff in the Wire Harness MDL by You or on Your behalf.
`
`709315.001}/59860026
`
`

`
`2:12-md-02311-MOB-MKM Doc # 1276-2 Filed 03/31/16 Pg 15 of 32 Pg ID 22309
`2:12-md-02311-MOB-MKM DOC # 1276-2 Filed 03/31/16 Pg 15 Of 32
`Pg ID 22309
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`DEFINITIONS
`
`“Automobile” means a motor vehicle that is principally used for transporting from
`1.
`one to eight passengers and is designed to operate primarily on roads, typically with four wheels,
`including sedans, pickup trucks, and sport utility vehicles, but excluding motorcycles, all-terrain
`vehicles, buses, and commercial trucks.
`
`2.
`together.
`
`“Bundled” means bound, grouped, aggregated, manufactured or produced
`
`“Directed Sourcing Arrangement” means a transaction for the acquisition of a
`3.
`Wire Harness Product or a product containing a Wire Harness Product that was engaged in by
`You or on Your behalf with a supplier of Wire Harness Products or products containing a Wire
`Harness Product, pursuant to terms negotiated by another person or entity for You or on Your
`behalf.
`
`“Limit Price” is the price set by an OEM or on behalf of an OEM to purchase or
`4.
`acquire a Wire Harness Product or other product from a manufacturer or supplier that the
`manufacturer or supplier is or was asked to meet.
`
`“OEM” means an automobile original equipment manufacturer and the OEM’s
`5.
`respective officers, directors, current and former employees, agents, representatives, attorneys, or
`anyone else acting or who has acted on its behalf.
`
`“Person” shall mean natural persons, proprietorships, corporations, public
`6.
`corporations, municipal corporations, the federal government and all departments and agencies
`thereof,
`state governments,
`local governments, other governmental
`agencies, political
`subdivisions, partnerships, groups, associations, organizations, or other entities, regardless of
`form.
`
`“RFQ” means requests to purchase of any kind, including invitations to bid or
`7.
`submit proposals, and formal requests for quotation.
`
`“Target Price” is an OEM’s anticipated or expected price for the purchase or
`8.
`acquisition of a product, whether or not disclosed to actual or potential manufacturers or
`suppliers of the product in an RFQ or otherwise, including a price based on (a) the input and
`other costs of the manufacturer or supplier of the product, (b) a reasonable profit margin for the
`manufacturer or supplier, (c) reductions in the price of the product as compared to the price of
`the product or a similar product that was purchased or acquired previously by the OEM or on its
`behalf, (d) post—RFQ price reductions (e. g., cost-down pricing and annual or semi—annual price
`reductions), (e) anticipated or expected manufacturing or production efficiencies, or (f) other
`factors.
`
`“VB Price” is the price that was offered by a manufacturer or supplier, or that an
`9.
`OEM anticipated or expected to pay, for the purchase or acquisition of a product after anticipated
`or expected reductions over time as a result of improvements in the engineering, design, or
`specifications of the product.
`
`709315.00l3/5986002.6
`
`10
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`2:12-md-02311-MOB-MKM Doc # 1276-2 Filed 03/31/16 Pg 16 of 32 Pg ID 22310
`2:12-md-02311-MOB-MKM DOC # 1276-2 Filed 03/31/16 Pg 16 Of 32
`Pg ID 22310
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`“Wire Harness MDL” means the Class Cases, Miscellaneous Cases, and
`10.
`Individual Cases that are associated now or in the future with the Wire Harness Lead Case, Case
`No. 2: 12-cv-00100, which is part of the master case In re: Automotive Parts Antitrust Litigation,
`Case No. 12-md-02311, pending in the U.S. District Court for the Eastern District of Michigan,
`Southern Division.
`
`“Wire Harness Product(s)” means automotive wire harness electrical distribution
`11.
`systems used to direct and control electronic components, wiring, and circuit boards in
`automobiles, and the following components of such wire harnesses:
`automotive electrical
`wiring, automotive wire harnesses, automotive wiring connectors, automotive wiring terminals,
`cable bonds, electronic control units “ECUS,” fuse boxes, high Voltage wiring, junction blocks,
`lead wire assemblies, power distributors, relay boxes, and speed sensor wire assemblies.
`
`“You,” “Your,” and “Your Company” mean Delphi Automotive Systems LLP
`12.
`and its predecessors, successors, and present and former subsidiaries, departments, divisions,
`and/or affiliates, including without limitation Delphi Corporation, DPH Holdings Corporation,
`Delphi Furukawa Wiring Systems LLC, and any organization or entity that is or was subject to
`its or their management, direction, or control, together with its and their present and former
`directors, officers, employees, agents, representatives, or any Person acting or purporting to act
`on its behalf.
`
`INSTRUCTIONS
`
`Documents originating in paper or other hard copy format should be produced in
`1.
`300 DPI Group IV Monochrome Tagged Image File Format (.TIFF or .TIF) files. TIFF files
`shall be produced in single-page format along with image load files (.DII file and .OPT file and
`.LFP file). All documents are to be provided with multi-page searchable text (.TXT) files.
`These text files and image load files should indicate page breaks to the extent possible, as well as
`Production Number Begin, Production Number End, Production Attachment Range Number
`Begin, Production Attachment Range Number End, and Production Document Page Count. As
`well, each TIFF image should be branded with the applicable Bates number and confidentiality
`designation.
`
`Electronic document files that were or are created in Microsoft Excel, Microsoft
`2.
`Access, and similar applications, shall be produced in their native format. The following
`metadata fields shall be produced with each such document:
`
`-
`-
`-
`
`-
`
`-
`
`-
`
`-
`
`-
`
`-
`-
`
`Application/Doc Type
`Beginning and Ending Bates Numbers
`Title
`
`Author
`
`Date Created
`
`Date Last Modified
`
`Date Last Printed
`
`Text of Document
`
`Folder/Path
`Custodian
`
`709315.001}/59860026
`
`1 1
`
`

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`2:12-md-02311-MOB-MKM Doc # 1276-2 Filed 03/31/16 Pg 17 of 32 Pg ID 22311
`2:12-md-02311-MOB-MKM DOC # 1276-2 Filed 03/31/16 Pg 17 Of 32
`Pg ID 22311
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`3.
`limitation Microsoft Word,
`including without
`For electronic document files,
`PowerPoint, Adobe, or PDF, and files from similar applications (“Electronically Stored
`Document Application Files”), production shall take the form of single-page TIFF images with
`cross-referenced image and load data files showing document breaks and formatted for
`Concordance and for loading into Opticon. The following metadata fields shall be produced for
`each document:
`
`Application/Doc Type
`Beginning and Ending Bates Numbers
`Title
`
`Author
`
`Date Created
`
`Date Last Modified
`
`Date Last Printed
`
`Text of Document
`
`Folder/Path
`
`Custodian
`
`Emails also should be produced as single-page TIFF files according to the same
`4.
`protocols outlined above with respect to Electronically Stored Document Application Files,
`except that for emails the following metadata shall be produced:
`
`Beginning and Ending Bates Numbers
`Beginning and Ending Bates Ranges (including attachments)
`Date Sent in MM/DD/YY format
`
`Time Sent in 24 hour format
`
`Date Received
`
`Time Received
`
`Title/Subject
`To, From, CC, and BCC fields
`Attachment
`Text of Email
`
`Folder
`
`Custodian
`
`Where an email has an attachment, each attachment should be produced immediately
`following the email to which it was attached.
`
`The relevant time period for each Request is (i) January 1, 1998 through and
`5.
`including October 31, 2011, excepting data extracted from electronic databases or data
`summaries for which the relevant
`time period is January 1, 1996 through and including
`December 31, 2013.
`
`7093150013/59860026
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`12
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`2:12-md-02311-MOB-MKM Doc # 1276-2 Filed 03/31/16 Pg 18 of 32 Pg ID 22312
`2:12-md-02311-MOB-MKM DOC # 1276-2 Filed 03/31/16 Pg 18 Of 32
`Pg ID 22312
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`Exhibit F
`
`

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`2:12-md-02311-MOB-MKM Doc # 1276-2 Filed 03/31/16 Pg 19 of 32 Pg ID 22313
`2:12-md-02311-MOB-MKM DOC # 1276-2 Filed 03/31/16 Pg 19 Of 32
`Pg ID 22313
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`Gangnes, Larry
`
`From:
`Sent:
`To:
`Cc:
`
`Vicky Romanenko <Vicky@cuneolaw.com>
`Thursday, December 04, 2014 5:11 PM
`Papelian, Joseph E; Gangnes, Larry
`Davis, Kenneth R.; William H. London; wreiss@rkmc.com; Frantangelo, Barbara K;
`Frantangelo, Barbara K; ssklaver@SusmanGodfrey.com
`
`Subject:
`Attachments:
`
`RE: Delphi
`6l15010_1_ (clean).pdf
`
`Joe,
`
`Attached please find the requests.
`
`From: Papelian, Joseph E [mailto:joseph.e.pape|ian@de|phi.com]
`Sent: Friday, November 21, 2014 12:00 PM
`To: Vicky Romanenko; Gangnes, Larry
`Cc: Davis, Kenneth R.; William H. London; wreiss@rkmc.com; Frantangelo, Barbara K; Frantangelo, Barbara K
`Subject: RE: Delphi
`
`Thank you,
`
`Joe
`
`From: Vicky Romanenko [mailto:Vicky@cuneolavv.comji
`Sent: Friday, November 21, 2014 11:54 AM
`To: Papelian, Joseph E; Gangnes, Larry
`Cc: Davis, Kenneth R.; William H. London; wreiss@rkmc.com; Frantangelo, Barbara K; Frantangelo, Barbara K
`Subject: RE: Delphi
`
`Joe,
`
`We will send you the requests.
`
`From: Papelian, Joseph E [mailto:josepl1gQapelian@deLm.com]
`Sent: Friday, November 21, 2014 11:39 AM
`To: Gangnes, Larry
`Cc: Davis, Kenneth R.; William H. London; wreiss@rkmc.com; Frantangelo, Barbara K; Vicky Romanenko; Frantangelo,
`Barbara K
`
`Subject: RE: Delphi
`
`Larry:
`
`I have not yet heard from Billy London or Vicky Romanenko.
`Thank you for your email.
`on Monday, but off the rest of the Thanksgiving week.
`
`I will be in the office
`
`Joe
`
`From: Gangnes, Larry[mailtozGangnesL@LanePowell.com]
`Sent: Wednesday, November 19, 2014 7:15 PM
`To: Papelian, Joseph E
`
`

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`2:12-md-02311-MOB-MKM Doc # 1276-2 Filed 03/31/16 Pg 20 of 32 Pg ID 22314
`2:12-md-02311-MOB-MKM DOC # 1276-2 Filed 03/31/16 Pg 20 Of 32
`Pg ID 22314
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`Cc: Davis, Kenneth R.; William H. London; wreiss@rkmc.com; Frantangelo, Barbara K; Vicky Romanenko
`Subject: Delphi
`
`Joe,
`
`Here is the latest. Counsel for each group of plaintiffs have agreed on a set of document and data requests to
`Delphi. Vicky Romanenko, one of the counsel for the auto dealer plaintiffs, will be sending those requests to you on
`behalf of all plaintiffs. Plaintiffs’ requests include the documents and data requested by defendants.
`
`Regards. Larry
`
`From:'Gangnes, Larry
`Sent: Tuesday, October 28, 2014 8:23 AM
`To: ‘Papelian, Joseph E’
`Cc: Davis, Kenneth R.; William H. London; wreiss@rkmc.com; Frantangelo, Barbara K
`Subject: RE: Delphi
`
`Joe, sorry for the delay in bringing this to a close. We have exchanged proposed requests with plaintiffs and are waiting
`to hear back from them. We will keep you post