CRAVATH, SWAINE & MOORE LLP

Gary A. Bornstein (pro hac vice)

gbornstein@cravath.com

Yonatan Even (pro hac vice)

yeven@cravath.com

825 Eighth Avenue

New York, New York 10019-7475

Telephone: (212) 474-1000

Facsimile: (212) 474-3700

KEKER, VAN NEST & PETERS LLP

Robert A. Van Nest (SBN 84065)

Asim M. Bhansali (SBN 194925)

Eugene M. Paige (SBN 202849)

633 Battery Street

San Francisco, CA 94111-1809

Telephone: (415) 391-5400

Facsimile: (415) 397-7188

Attorneys for Defendant

QUALCOMM INCORPORATED

Jennifer Milici, D.C. Bar No. 987096

Daniel Matheson, D.C. Bar No. 502490

J. Alexander Ansaldo, Va. Bar No. 75870

Joseph R. Baker, D.C. Bar No. 490802

Kenneth H. Merber, D.C. Bar No. 985703

Federal Trade Commission

600 Pennsylvania Avenue, N.W.

Washington, D.C. 20580

(202) 326-2912; (202) 326-3496 (fax)

jmilici@ftc.gov

Attorneys for Plaintiff

FEDERAL TRADE COMMISSION

MORGAN, LEWIS & BOCKIUS LLP

Richard S. Taffet (pro hac vice)

richard.taffet@morganlewis.com

Willard K. Tom (pro hac vice)

willard.tom@morganlewis.com

Donn P. Pickett (SBN 72257)

donn.pickett@morganlewis.com

Geoffrey T. Holtz (SBN 191370)

geoffrey.holtz@morganlewis.com

One Market, Spear Street Tower

San Francisco, CA 94105-1596

Telephone: (415) 442-1000

Facsimile: (415) 442-1001

Lin W. Kahn, Cal. Bar No. 261387

Federal Trade Commission

901 Market Street, Suite 570

San Francisco, CA 94103

(415) 848-5115; (415) 848-5184 (fax)

lkahn@ftc.gov

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN JOSE DIVISION

FEDERAL TRADE COMMISSION

Plaintiff,

v.

QUALCOMM INCORPORATED, a Delaware 

corporation,

Defendant.

Case No. 5:17-CV-00220-LHK-NMC

DEFENDANT QUALCOMM 

INCORPORATED AND PLAINTIFF 

FEDERAL TRADE COMMISSION’S 

JOINT DISCOVERY STATEMENT

Courtroom: 7, 4th Floor

Judge: Hon. Nathanael M. Cousins

Case 5:17-cv-00220-LHK Document 596 Filed 02/27/18 Page 1 of 8
Qualcomm and the FTC submit this joint statement. The parties have met and conferred 

on the issue discussed herein and have not been able to reach agreement.

Qualcomm’s Position

Qualcomm requests that the Court direct the FTC, in response to Qualcomm’s Third Set 

of Requests for Production Nos. 4-6,1 to produce all communications with certain third parties, 

including their counsel, as set forth in those requests.2 The FTC’s purported justifications for 

withholding these communications have changed over time. Beginning in December 2017 and 

through the parties’ final meet and confer on the subject in January 2018, the FTC objected to 

producing such communications based on its purported oral common-interest agreements and on 

relevance and burden grounds. Then, after reviewing Qualcomm’s draft of its half of this 

Statement, the FTC abandoned its reliance on the common-interest doctrine and instead claims 

that the work-product doctrine shields the communications from discovery. The FTC’s 

arguments fail. First, the FTC has not established work-product protection. The 

communications with Apple that the FTC has produced to date show that they are not work 

product. Moreover, the FTC contends that Apple is a co-conspirator in a Section 1 antitrust 

conspiracy with Qualcomm and thus, by its own contention, the FTC is adverse to Apple.3

 This 

adversity alone is enough to eviscerate any work-product protection that might otherwise apply. 

The FTC has not agreed to forego prosecuting a claim against Apple directly, and also has not 

agreed to withhold Apple’s materials from other government entities that may choose to pursue 

Apple, further waiving any work-product protection. Second, the FTC’s relevance and burden 

objections are undercut by its prior production of communications with Apple’s outside counsel

and by its admission that it has located but not produced other such material. 

A. The requested FTC communications may not be withheld as work product

As with its now-abandoned common-interest doctrine argument, the FTC’s work-product 

doctrine argument fails for multiple reasons. As an initial matter, the FTC has not specified what

it claims as work product. Communications do not become work product simply because they 

are exchanged between litigants facing a common adversary, as the FTC’s production of other 

post-complaint communications with Apple confirms. See also, e.g., California Sportfishing 

Prot. All. v. Chico Scrap Metal, Inc., 299 F.R.D. 638, 644 (E.D. Cal. 2014). In claiming workproduct privilege, the FTC bears the burden of showing it—something it has not even attempted.

But even if the FTC did show the existence of work-product protection for these 

materials prior to their exchange between the FTC and the third parties, it would have to further 

show that the exchange did not waive any privilege claim. Doing so would require showing that 

the exchange was made either (1) with a party with which it had a common interest or (2) in a 

manner that would not increase a potential adversary’s access to the materials. See, e.g., 

California Sportfishing, 299 F.R.D. at 647. 

As to the first prong, the FTC cannot show a common interest due to adversity. Here, 

FTC-Apple adversity exists even without the FTC filing suit against Apple directly, because the 

finding that the FTC seeks—that Qualcomm and Apple engaged in a conspiracy, in violation of 1 Qualcomm has not, contrary to FTC’s claim, abandoned Requests 4–5 regarding the CMs and MDL Plaintiffs. As 

Apple’s indemnitees, the arguments here regarding Apple would apply equally to the CMs; note 4 below explains 

the conflict between the MDL Plaintiffs’ and the FTC’s theories that undercuts the purported common interest. 2 These RFPs seek: “All Communications between You and Apple or Apple’s attorneys Relating to any of the 

Actions” (No. 4); “All Communications between You and any of the Contract Manufacturers or their attorneys 

Relating to any of the Actions” (No. 5); and “All Communications between You and any of the plaintiffs in [the 

MDL action], or their attorneys, Relating to any of the Actions” (No. 6).

3 The FTC has said that it considers “Qualcomm’s de facto exclusive dealing and related contracts with Apple” to 

violate Section 1 of the Sherman Act. FTC Obj. & Resp. to Qualcomm Rog. No. 2 (12/15/17).

Case 5:17-cv-00220-LHK Document 596 Filed 02/27/18 Page 2 of 8
2

Section 1 of the Sherman Act—is inherently adverse to Apple.4 That is, Apple would be jointly 

and severally liable for a judicial finding that it participated in a Section 1 conspiracy, thereby 

increasing the risk of future litigation by other plaintiffs.5 The FTC attempts to confuse this issue 

by noting that the FTC and Apple are both adverse to Qualcomm. But the question is whether 

Apple is adverse to the FTC; if they are, the privilege is waived. There is no “the-enemy-of-myenemy-is-my-friend” exception to the rules of work product and waiver. As to the second prong, 

the FTC cannot show that the material communicated will be withheld from potential adversaries 

because, as stated, the FTC itself is an actual adversary of Apple. Indeed, any commitment to 

keep the materials confidential would require the FTC, on behalf of itself and other agencies that 

might seek to share the information, to forego any action against Apple based on what Apple 

provided—an effective grant of immunity to Apple.6

 Put simply, material exchanged between 

the FTC and Apple is material exchanged between adversaries, and material sent from Apple to 

the FTC is material from an adversary that the FTC can share such material with other potential 

governmental adversaries, e.g., the DOJ, given the lack of a confidentiality obligation.7 In sum, 

the FTC’s ability to rely on the work product doctrine fails under either prong.8

B. The requested materials are relevant and not unduly burdensome to produce

This Court has already ruled, in the context of the so-called informant materials, that the 

FTC’s communications with commercially interested third parties are discoverable. D.E. 176 at 

4–5. The communications now at issue are no different. The FTC’s suggestion that the Court 

has ruled otherwise is misplaced. The Court’s decision that a third party (i.e., Apple) should not 

have to produce post-complaint communications with other third parties, is fundamentally 

different from the situation here. Qualcomm is asking a party (i.e., the FTC) to make an 

unquestionably non-burdensome production of communications it had with counsel for a 

commercially interested non-party (i.e., Apple) that claims it was coerced by Qualcomm, while 

at the same time the FTC expressly identifies Apple as a co-conspirator that violated Section 1 of 

the Sherman Act.

The relevance of the documents is clear. Previously produced documents show that the 

FTC received detailed guidance from Apple’s outside counsel on what remedies to seek from 

Qualcomm just two days before filing its complaint—seven single-spaced pages with footnotes.

9

 

Apple’s post-Complaint positions are relevant to the “but-for” world that FTC—and its 

 4 Moreover, the FTC and Apple have dissimilar, conflicting theories. As just one example, the FTC alleges that 

Qualcomm maintains lower prices for its chipsets as part of an alleged scheme to foreclose competitor chipmakers. 

FTC Compl. ¶ 94. But Apple alleges that Qualcomm charges supra-competitive chip prices, Apple First Am. 

Compl. ¶ 650, as does the MDL Plaintiff who has testified regarding the issue. 5 This risk is more than hypothetical; a class suit in Israel, relying on an EU fine against Qualcomm (pertaining to 

the same allegations made by the FTC) names both Qualcomm and Apple as co-conspirators and co-defendants. 6 See 15 U.S.C. §§ 46(f), 57b-2 (statutory ability to share information with Congress and other agencies). 7 The work product cases the FTC cites are factually and legally distinguishable, and Qualcomm is prepared to 

address them in further briefing should the Court wish. However, given the clear adversity between Apple and the 

FTC, the Court can resolve the FTC’s work product claim without an account of the many differences in those cases.

8 The FTC previously claimed it “entered oral common interest agreements with Apple on April 13, 2017, and with 

Class Plaintiffs on May 18, 2017.” Resp. to Qualcomm Rog. No. 3 (12/15/17). In the first draft of this Joint 

Discovery Statement, Qualcomm noted that the FTC could not withhold information under those purported 

agreements for similar reasons: adversity destroys any claim of common interest. United States v. Bergonzi, 216 

F.R.D. 487, 495–96 (N.D. Cal. 2003). The FTC then abandoned its reliance on the common-interest doctrine, but 

now claims in a footnote not to have done so, without making any separate argument under that doctrine. The 

adversity between Apple and the FTC destroys any common-interest claim regardless. 9 The FTC’s failure to assert attorney-client or work-product privilege as to such communications, which were 

produced on September 21, 2017, makes clear that the FTC did not view them as privileged just a few months ago.

Case 5:17-cv-00220-LHK Document 596 Filed 02/27/18 Page 3 of 8
3

experts—say would exist without Qualcomm’s accused conduct.

10 Indeed, discussions of legal 

or economic positions with third parties may go to the credibility of the FTC’s experts (e.g., if an 

expert is taking a position suggested to the FTC by Apple), but in any event, admissibility at trial 

is not the standard applied to a relevance determination. The FTC attempts to collapse the 

relevance and work product issues, arguing that most withheld documents are irrelevant11 and the 

remainder are work product. But the FTC never denies that at least some of its purported work 

product is relevant—as even unquestionably privileged documents may be. Furthermore, the 

FTC faces no burden in collecting this information.12 Emails exchanged between a handful of 

FTC attorneys and counsel for Apple, the CMs, or the MDL Plaintiffs are not difficult to obtain. 

In fact, the FTC’s suggestion that doing so would be burdensome conflicts with its prior actions, 

such as its production of post-complaint communications from some custodians, including their 

communications with Apple counsel.

13

FTC’s Position

Qualcomm insisted that the FTC and other plaintiffs coordinate discovery and is now 

seeking to thwart the effectiveness of that coordination by demanding the production of postcomplaint communications among counsel for plaintiffs.14 Qualcomm cannot muster a coherent 

argument about the relevance of these communications to any claim or defense. The vast 

majority of the communications concern non-substantive document production and logistical 

matters, which Qualcomm concedes are irrelevant. To the extent that any communications 

among counsel disclose litigation strategy, those communications would be both immaterial to 

the disputed issues and protected from disclosure by the work product doctrine. Work product 

protection is not waived by disclosure among parties litigating similar issues against a common 

adversary, because such disclosure does not substantially increase the likelihood that the 

disclosing party’s opponent would obtain the information.15 The burden of collecting and 

reviewing communications that are (a) of minimal, if any, relevance, and (b) protected from 

disclosure by the work product doctrine, is not proportional to the needs of the case. 

A. Qualcomm’s requests do not satisfy Rule 26(b)(1)’s proportionality test

Qualcomm’s RFPs seek the FTC’s post-complaint communications about this litigation 

with outside counsel for other plaintiffs.16 This Court has already held that Apple need not 

 10 The FTC fails to support the proposition that alleged co-conspirator Apple’s communications on remedy, as 

provided to a federal agency, transformed into undiscoverable legal strategy just because the FTC filed a complaint. 11 Qualcomm has not conceded that all Apple-FTC “communications” regarding document production are 

“irrelevant.” Communications discussing the substance of documents or related testimony are relevant. 12 Qualcomm’s statements about burden (D.E. 378) are irrelevant. Qualcomm was describing burden in the context 

of its prior production of 1.2 MM documents, which would far exceed the volume of communications at issue here. 13 Qualcomm is not thwarting coordination of discovery, which is an administrative matter. There is no reason why 

granting Qualcomm relief would chill communications about coordination matters such as sharing deposition time.

14 Efficient coordination requires open communication about discovery strategy. Among other things, counsel must 

communicate openly to efficiently split extremely limited deposition time among plaintiffs in four different actions. 

15 The FTC does not understand the distinction that Qualcomm is making between non-waiver of work product 

protection and the “common interest doctrine”—which are just two different ways of saying the same thing. See, e.g, 

Cal. Sportfishing Prot. All. v. Chico Scrap Metal, Inc., 299 F.R.D. 638, 646 (E.D. Cal. 2014) (“The common interest 

doctrine is not a privilege in and of itself; rather, it constitutes an exception to the rule on waiver where 

communications are disclosed to third parties.”) Common interest agreements are relevant, but not necessary, to 

establish that a disclosure among plaintiffs pursuing similar claims against the same defendant (and who therefore 

share a common interest) is unlikely to increase the opportunities for their mutual opponent to obtain that 

information. The FTC did not “abandon” the common interest doctrine by arguing non-waiver. 16 The FTC produced its communications with third parties in response to earlier RFPs. The only responsive 

documents not already produced would be post-complaint communications with outside counsel for other plaintiffs. 

Case 5:17-cv-00220-LHK Document 596 Filed 02/27/18 Page 4 of 8
4

undertake the burden of logging post-complaint communications between Apple custodians and 

entities with whom Apple shares a common interest, because “the post-complaint 

communications, even if relevant... have marginal utility.” Dec. 20 Hrg. Tr. at 29.17

Communications among counsel are obviously less relevant than communications involving 

potential witnesses. Indeed, Qualcomm disclaimed any interest in communications involving 

Apple’s outside counsel for precisely this reason. Id. at 27 (Mr. Bornstein: “The only thing I 

would direct the court to is, to be clear, we’re asking not for ... Mr. Takashima’s correspondence 

or outside counsel. We’re looking just in the files of the individuals who are likely to be present 

presenting evidence.”). The FTC’s copy of its communications with Apple’s outside counsel is 

no more relevant to a disputed issue than Apple’s copy. 

Qualcomm’s current arguments are thus even less persuasive than its failed arguments in 

December. Qualcomm does not argue that the communications it seeks are relevant to a claim or 

defense, but instead notes that during the investigation, Apple submitted a document addressing 

potential remedies for Qualcomm’s misconduct that may affect the “credibility” of the FTC’s 

legal positions or its experts’ opinions.18 The FTC routinely seeks industry input when engaged 

in pre-complaint settlement negotiations, and such a document does not suggest bias.19 Neither 

the FTC nor its experts would be less credible if they were to pursue an argument or theory 

suggested by one of the industry participants that responded to an FTC request for input 

regarding a potential consent order. A legal argument or economic theory is sound or it is not; 

the person who suggests its application is irrelevant to its merit. 

Finally, Qualcomm repeatedly asserts that collecting and reviewing these documents 

would not be burdensome. But as Qualcomm itself informed the Court to justify its delay in 

providing its “refresh” collections of just two custodians, the burden of “collection and 

processing ... remains the same” even for smaller volumes. (D.E. 378). Similar processes are 

needed for the FTC to collect and review its emails, which would also require significant 

attorney time given the potentially privileged nature of the documents. Because the majority of 

the documents are concededly irrelevant, and others would also be privileged, Qualcomm’s 

requests are not proportional to the needs of the case.20

B. The substantive documents sought by Qualcomm would be work product 

The only communications Qualcomm argues are relevant—post-complaint discussions 

among counsel about legal and economic theories—would, by definition, have been prepared in 

anticipation of trial and protected from disclosure by the work product doctrine, as preserved by 

the common interest doctrine. It would be unduly burdensome to collect documents where the 

only result is likely to be a privilege log that identifies documents of marginal utility. 

 17 Qualcomm’s reliance on the Court’s order regarding the informant’s privilege is misplaced. That decision simply 

held that a different privilege was overcome, it said nothing about whether post-complaint communications among 

outside counsel are important or relevant to any issue in dispute. 18 The FTC does not understand why Qualcomm believes proof of the “but for” world would be affected in any way 

by post-complaint communications among counsel, rather than the underlying facts of the case. 

19 The FTC does not allege that any communication ‘transformed’ into work product upon the filing of its complaint, 

and produced the specific communication at issue. Moreover, the FTC entered common interest agreements with 

other plaintiffs after they filed their own complaints and after Qualcomm argued that discovery ought to be 

coordinated across the actions. While express common interest agreements are not necessary to preserve work 

product protection, the FTC has not withheld from its productions any communications that predate those 

agreements. As Qualcomm admits, none of the produced communications disclose work product. 

20 Qualcomm’s statement that the FTC has “located,” but not produced, documents is misleading. FTC staff has 

engaged in communications with counsel for other plaintiffs as a necessary part of discovery coordination. Any 

response to these RFPs, however, would require a dedicated collection, which has not been undertaken. 

Case 5:17-cv-00220-LHK Document 596 Filed 02/27/18 Page 5 of 8
5

If plaintiffs shared documents disclosing their views about economic or legal theories, or 

about discovery strategy, that disclosure would not waive work product protection. See Ellis v. 

J.P. Morgan Chase & Co., No. 12-cv-03897-YGR (JCS), 2014 U.S. Dist. LEXIS 45681, at *15-

16 (N.D. Cal. Apr. 1, 2014) (correspondence sent by defendants’ attorney to other potential 

defendants protected by work product). “[T]he purpose of the work-product rule is not to protect 

the evidence from disclosure to the outside world but rather to protect it only from the 

knowledge of opposing counsel and his client.” Cal. Sportfishing, 299 F.R.D. at 645 (citing 

Wright, Miller, et al., 8 Fed. Prac. & Proc. Civ. § 2024 (3d ed.)). A disclosure among plaintiffs’ 

counsel would not “substantially increase the opportunities for potential adversaries to obtain the 

information.” Id.; see also Skynet Electronics Co. v. Flextronics Int’l, Ltd., No. 12-6317, 2013 

U.S. Dist. LEXIS 176372 at *3 (N.D. Cal. Dec. 16, 2013) (no waiver where disclosure of work 

product to third party did not make it substantially more likely defendants would discover it). 

Plaintiffs with active antitrust claims against Qualcomm share a common interest in 

proving those claims and are unlikely to disclose any shared work product to Qualcomm.21 Cal. 

Sportfishing, 299 F.R.D. at 647 (parties litigating similar issues against common adversary have 

reasonable basis to believe recipient will keep disclosed material confidential); United States v. 

Deloitte LLP, 610 F.3d 129, 141 (D.C. Cir. 2010) (“[R]easonable expectation of confidentiality 

may derive from common litigation interests.”); United States v. AT&T Co., 642 F.2d 1285, 1299 

(D.C. Cir. 1980) (“[W]ith common interests on a particular issue against a common adversary, 

the transferee is not at all likely to disclose the work product material to the adversary.”). Private 

plaintiffs and government entities share a common interest sufficient to maintain work product 

protection if they are parties to similar suits against a common defendant. See, e.g., AT&T, 642 

F.2d at 1300 (no work product waiver where private plaintiff and United States were 

“proceeding on overlapping antitrust issues against a common adversary,” and therefore “shared 

common interests in developing legal theories and analysis of documents on which to proceed on 

those issues”); Cal. Sportfishing, 299 F.R.D. at 647 (no work product waiver where private 

plaintiff and government were “pursuing...litigation based on a closely related set of facts” 

against a common defendant). The risk of disclosure to Qualcomm is particularly low here, 

where the FTC has entered common interest agreements with other plaintiffs. 

Qualcomm argues that communications with Apple’s counsel cannot be protected 

because the FTC is “adverse” to Apple. Even if Apple is a party to an agreement that violates 

Section 1 of the Sherman Act, however, it is entitled to sue Qualcomm for the anticompetitive 

effects of that agreement. See Perma Life Mufflers v. Int'l Parts Corp., 392 US 134 (1968) 

(plaintiff franchisees could sue their franchisor for Section 1 violations based on the agreements 

those same plaintiffs signed). Apple has in fact sued Qualcomm, alleging that the agreements 

were anticompetitive. The FTC and Apple share a common interest in efficiently pursuing 

coordinated discovery relating to those common allegations. There is no requirement that they 

advance identical legal theories, or share a complete unity of interests. See, e.g., Cal. 

Sportfishing, 299 F.R.D. at 647; Narog v. City of Redwood City, No. C-13-03237 DMR, 2014 

U.S. Dist. LEXIS 36193, at *17 (N.D. Cal. Mar. 17, 2014). Indeed, a common interest “may 

apply where the parties’ interests are adverse in substantial respects.” Ellis, 2014 U.S. Dist. 

LEXIS 45681 at *19. Accordingly, disclosure of materials between counsel for the FTC and 

Apple would not waive any applicable work product protections. 

 21 If parties share a common interest, that fact would be relevant to determining whether a disclosure among them 

increases an adversary’s opportunity to obtain the disclosed information. These are not distinct concepts or separate 

prongs in any test. 

Case 5:17-cv-00220-LHK Document 596 Filed 02/27/18 Page 6 of 8
6

Dated: February 7, 2018

Respectfully submitted,

KEKER, VAN NEST & PETERS LLP,

/s/ Asim M. Bhansali

Robert A. Van Nest

Asim M. Bhansali

Eugene M. Paige

Gary A. Bornstein

Yonatan Even

CRAVATH, SWAINE & MOORE LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

Tel: (212) 474-1000

Fax: (212) 474-3700

gbornstein@cravath.com

yeven@cravath.com

Richard S. Taffet 

MORGAN, LEWIS & BOCKIUS LLP

101 Park Avenue

New York, NY 10178-0060

Tel: (212) 309-6000

Fax: (212) 309-6001

richard.taffet@morganlewis.com

Willard K. Tom

MORGAN, LEWIS & BOCKIUS LLP

1111 Pennsylvania Ave. NW

Washington, DC 20004-2541

Tel: (202) 739-3000

Fax: (202) 739 3001 

willard.tom@morganlewis.com

Donn P. Pickett

Geoffrey T. Holtz

MORGAN, LEWIS & BOCKIUS LLP

One Market, Spear Street Tower

San Francisco, CA 94105-1126

Tel: (415) 442-1000

Fax: (415) 442-1001

donn.pickett@morganlewis.com

gholtz@morganlewis.com

Attorneys for Qualcomm Incorporated

Case 5:17-cv-00220-LHK Document 596 Filed 02/27/18 Page 7 of 8
7

FEDERAL TRADE COMMISSION,

 /s/ Jennifer Milici 

Jennifer Milici

Daniel Matheson

J. Alexander Ansaldo

Joseph R. Baker

Kenneth H. Merber

Federal Trade Commission 

600 Pennsylvania Avenue, N.W.

Washington, D.C. 20580

(202) 326-2912; (202) 326-3496 (fax)

jmilici@ftc.gov 

Attorneys for Federal Trade Commission

FILER’S ATTESTATION

I, Asim M. Bhansali, am the ECF user whose Login and Password authorized the filing of this 

document. Under Civil L.R. 5-1(i)(3), I attest that counsel has concurred in this filing.

DATED: February 7, 2018 /s/ Asim M. Bhansali

Asim M. Bhansali

KEKER, VAN NEST & PETERS LLP

633 Battery Street

San Francisco, CA 94111

Telephone: (415) 391-5400

Email: abhansali@keker.com

Case 5:17-cv-00220-LHK Document 596 Filed 02/27/18 Page 8 of 8