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Case 5:17-cv-00220-LHK Document 851-2 Filed 09/12/18 Page 5 of 6

potential third parties with respect to QCT’s pricing and sales strategies by
disclosing confidential information that will disadvantage QCT in ongoing and
future pricing and sales negotiations. This is because counterparties in such
negotiations could use confidential information included in the FTC’s Nevo
Submissions to gain an advantage that would not otherwise be possible absent
disclosure of the confidential information and thereby compromise QCT’s
commercial interests.

16. This confidential information is not publicly known, and QCT
recognizes and protects the enormous value of this information through its various
policies and procedures designed to protect confidential information from

disclosure.

5 Case No. 17-CV-0220-LHK-NMC
Declaration of William B. Wyatt



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Case 5:17-cv-00220-LHK Document 851-2 Filed 09/12/18 Page 4 of 6

all or portions of the following:

e Milici Decl.: Exhibit 1.

10. Certain information in Exhibit 1 reflects the type information related to
pricing, commercial strategy and financial planning and analysis that QCT
maintains as confidential.

11. Specifically, in Exhibit 1, the final two sentences of paragraph 292
contains highly sensitive and proprietary information, including information
relating to QCT’s competitive positioning for sales of certain products and for
certain customers, and information relating to QCT’s financial performance. All of
this information of the kind QCT uses to pursue its commercial interests.

12. Specifically, in Exhibit 1, the portion of the second sentence of
paragraph 299 from “margins” to “benchmark” and the third sentence of paragraph
299 from “margins” to the end of that sentence, contains highly sensitive and
proprietary information relating to QCT’s financial performance and certain QCT
pricing and sales strategies. All of this information of the kind QCT uses to pursue
its commercial interests.

13. Specifically, the second sentence of note 515 from “volumes” to the
end of the sentence, contains highly sensitive and proprietary information relating
to QCT’s sales strategies and QCT’s competitive positioning for sales of certain
products and for certain customers. All of this information of the kind QCT uses to
pursue its commercial interests.

14. Specifically, the quotation in note 517 contains highly sensitive and
proprietary information, including information relating to certain QCT pricing and
sales strategies and QCT’s competitive positioning for sales of certain products.

All of this information of the kind QCT uses to pursue its commercial interests.

15. Public disclosure of this information would harm QCT by potentially

advantaging its competitors, which would be given valuable insights into QCT’s

business practices and financials. Disclosure could also unfairly benefit actual and

4 Case No. 17-CV-0220-LHK-NMC
Declaration of William B. Wyatt



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Case 5:17-cv-00220-LHK Document 851-2 Filed 09/12/18 Page 6 of 6

I declare under penalty of perjury u

nder the laws of the United States of

America that the foregoing is true and correct and that I executed this declaration

on September 12, 2018, in San Diego, California.

6

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“7

William B. Wyatt

Case No. 17-CV-0220-LHK-NMC
Declaration of William B. Wyatt



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Case 5:17-cv-00220-LHK Document 851-2 Filed 09/12/18 Page 1 of 6

CRAVATH, SWAINE & MOORE LLP MORGAN LEWIS & BOCKIUS LLP.

Gary A. Bornstein (pro hac vice) Richard S. Taffet (pro hac vice)

gbornstein@cravath.com richard.taffet@morganlewis.com

Yonatan Even (pro hac vice) 101 Park Avenue

ysven@cravath.com New York, New York 10178-0060
ighth Avenue , q

New York, New York 10019-7475 i ow a nt

Telephone: (212) 474-1000 ax: (212) 309-

Facsimile: (212) 474-3700

KEKER, VAN NEST & PETERS LLP MORGAN LEWIS & BOCKIUS LLP

Robert A. Van Nest (SBN 84065) Willard K. Tom (pro hac vice)

rvannest@keker.com willard.tom@morganlewis.com.com

Eugene M. Paige (SBN 202849) 1111 Pennsylvania Ave. NW

epaige@keker.com Washington, DC 20004-2541

Justina Sessions (SBN 270914) Telephone: (202) 739-3000

jsessions@kcker.com Facsimile: (202) 739-3001

633 Battery Street
San Francisco, CA 94111-1809

MORGAN LEWIS & BOCKIUS LLP
Telephone: (415) 391-5400
Facsimile: re 397-7188 Geoffrey T. Holtz (SBN 191370)
geoffrey.holz@morganlewis.com
Attorneys for Defendant One Market, Spear Street Tower
QUALCOMM INCORPORATED San Francisco, CA 94105-1596

Telephone: (415) 442-1000
Facsimile: (415) 442-1001

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA

SAN JOSE DIVISION
FEDERAL TRADE COMMISSION, NO. 5:17-CV-00220-LHK-NMC
a DECLARATION OF WILLIAM B.
Plaintiff, WYATT IN SUPPORT OF FEDERAL
TRADE COMMISSION’S
vs. ADMINISTRATIVE MOTION TO FILE

UNDER SEAL PORTIONS OF ITS
MOTION TO EXCLUDE EXPERT

QUALCOMM INCORPORATED, a TESTIMONY OF PROFESSOR AVIV
are Cat ‘ NEVO AND ACCOMPANYING

Delaware corporation, EXHIBITS

Defendant. CTRM: COURTROOM 8

JUDGE: HON. LUCY H. KOH

Case No. 17-CV-0220-LHK-NMC
Declaration of William B. Wyatt



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Case 5:17-cv-00220-LHK Document 851-2 Filed 09/12/18 Page 2 of 6

I, William B. Wyatt, declare as follows:

1. I am currently Vice President, Finance, Qualcomm CDMA
Technologies (“QCT”), the division of Qualcomm responsible for Qualcomm’s
product business. I received my Bachelor of Business Administration from the
University of Texas at Austin in 1997. I have been employed by Qualcomm and
have worked in QCT since November 2005. My current position is in QCT’s
finance group and | am involved in pricing, commercial strategy and financial
planning and analysis. I have held my current position since October 2012. Prior
to my current position, I was Senior Director, Finance from August 2009 to
October 2012, and before that I was Director, Finance from November 2005 to
August 2009. Over the course of my employment in QCT, I have acquired personal
knowledge of QCT’s practices and procedures concerning the maintenance of the
confidentiality of information related to pricing, commercial strategy and financial
planning and analysis.

2. The contents of this declaration are true and correct to the best of my
knowledge, information and belief, and are based on my personal knowledge of the
facts set forth herein and such material that was provided to me and reviewed by
me. If called upon as a witness in this action, I could and would testify competently
thereto.

3. QCT follows a strict practice that requires confidential treatment of
information relating to pricing, commercial strategy and financial planning and
analysis. Such information contains highly sensitive and proprietary financial data
and analysis that QCT may rely upon to pursue its commercial interests.

4. These practices are important to QCT and its customers for several
reasons. Both QCT and prospective customers seek to maintain sales and pricing
negotiations in confidence to afford each the ability to engage in arm’s-length
commercial bargaining, each bringing to bear their own unique circumstances and

business goals, without such circumstances and goals being disclosed to those

2 Case No. 17-CV-0220-LHK-NMC
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Case 5:17-cv-00220-LHK Document 851-2 Filed 09/12/18 Page 3 of 6

prospective customers’ competitors and customers, and QCT’s other actual and
potential customers.

3: QCT’s confidentiality practices concerning information related to
pricing, commercial strategy and financial planning and analysis are also consistent
with QCT’s longstanding confidentiality policy concerning the treatment of
information received from third parties. This policy, among other things, obligates
QCT employees to maintain in confidence a variety of information received from
its customers.

6. QCT also goes to great lengths to protect the confidential information
relating to pricing, commercial strategy and financial planning and analysis.
Personnel with access to data storage locations where confidential information is
stored and maintained are advised of QCT’s practices and required to acknowledge
in writing a QCT confidentiality policy. The same is true for any QCT personnel
who request access to such information and all new QCT employees.

7. In addition, every QCT database and system that contains confidential
information is access restricted and requires login by QCT employees.

8. In my experience and to the best of my knowledge, the confidentiality
obligations specified above have been strictly followed at QCT. I was informed of
QCT’s practices and policies described herein when I first joined QCT, and I have
informed others at QCT of our confidentiality obligations and practices.

9. I have reviewed the Federal Trade Commission’s Motion To Exclude
Expert Testimony of Professor Aviv Nevo, the August 30, 2018 Declaration of
Jennifer Milici in Support of Federal Trade Commission’s Motion To Exclude
Expert Testimony of Professor Aviv Nevo (“Milici Decl.”) and Exhibit | thereto
(collectively, the “FTC’s Nevo Submissions”), from the perspective of whether
they include information that QCT would consider confidential under the practices
and policies described above. Based on this review, I have determined that the

FTC’s Nevo Submissions do include confidential QCT information, specifically in

3 Case No. 17-CV-0220-LHK-NMC
~ Declaration of William B. Wyatt